INTERPRETATION, PAROL EVIDENCE

Question 1

Interpretation of Ambiguous language

Answer 1

Objective meaning trumps subjective meaning

Exception - When one party has reason to know of the other party’s subjective understanding the first party is bound to that meaning

If ambigious language is included in K, in doubt it is construed against the drafter

Question 2

Parol Evidence

Answer 2

Governs the admissibility of oral and documentary evidence of negotiations and other communications between the parties that took place prior to or contemporaneously with the execution of the K

Does not apply to:

1. Subsequent agreements
2. Collateral agreements
3. Attack on validity of written agreement

Question 3

Forms of K Integration

Answer 3

Partial

Complete

Question 4

Partial Integration

Answer 4

Terms within K are intended as final expression of those specific terms. within the terms of the K

Extrinsic evidence is allowed to explain, interpret, and supplement the terms of the K

Question 5

Complete Integration

Answer 5

K intended to represent a complete and exclusive statement of all the terms. Requires a merger clause.

Extrinsic evidence is allowed to explain and interpret terms of K