Parol Evidence

Question 1

What is Parol Evidence?

Answer 1

Extrinsic evidence, or any evidence of the agreement outside of a writing purported by one party to be the final & complete expression

Question 2

Parol Evidence: What is final and complete expression?

Answer 2

(Fully Integrated): A writing that is final
(not a preliminary draft) and complete (no other terms were agreed upon)

Question 3

Parol Evidence: What is partial integration, conflicting evidence and consistent evidence?

Answer 3

Partial Integration: A writing that is final but not complete
Conflicting Evidence: Parol evidence that conflicts with a term in the writing
Consistent Evidence: A term that does not conflict with existing terms, but rather supplements the written agreement.

Question 4

What is the analytical framework for Parol Evidence?

Answer 4

Step 1: Determine whether the writing constitutes a total
integration, partial integration, or no integration.
Step 2: Determine the admissibility of evidence.
Step 3: Determine whether any exception applies.

Question 5

What is the minority rule/classic jurisdiction rule for parol evidence?

Answer 5

Rule: if a writing appears to be complete and unambiguous on its face, then the terms can only be determined from the four corners of the writing and not from extrinsic evidence. The presence of a merger clause is dispositive,
and an agreement with a merger clause is automatically deemed to be totally integrated in a classic jurisdiction.

Merger Clause: A merger clause is a statement in the written contract that explicitly states that the writing represents the entire agreement between the parties.

Question 6

What is the majority rule/modern jurisdiction rule for parol evidence?

Answer 6

Rule: A judge may consider all of the surrounding facts and circumstances to determine whether a writing is integrated. The presence of a merger clause creates a strong presumption of integration but is not dispositive.
Factors:
1. Merger clause
2. The amount of detail in the
writing
3. The nature of the writing
4. The formalities observed in
drafting and executing the
agreement.
5. Type of transaction and
business practices.
6. Relationship of parties and past
dealings
7. The nature of the parol
evidence

Question 7

What are Terms Naturally Omitted in Parol Evidence?

Answer 7

Courts consider whether the parties would have naturally
omitted consistent additional terms from the writing,
particularly “when the writing is in a standardized form which does not lend itself to the insertion of additional terms.”

Question 8

What are exceptions to admission of evidence in Parol Evidence?

Answer 8

The parol evidence rule does not bar the introduction of:
1. Evidence offered to interpret an ambiguous term.
2. Subsequent agreements (oral or written).
3. Showing of fraud, mistake, duress, undue influence,
or other voidability.
4. Collateral agreements with separate consideration.
5. Conditions precedent to the formation of a contract