Parol Evidence

Question 1

What is the parol evidence rule?

Answer 1

The parol evidence rule governs admissibility of oral and documentary evidence of negotiations and other communications between the parties that took place prior to or during the execution of the contract

Question 2

What types of integration are possible?

Answer 2

1. Partial/full integration
2. Complete integration

Question 3

What is partial/full integration?

Answer 3

Partial integration is when terms within the contract are intended as final expression of those specific terms

Question 4

What is complete integration?

Answer 4

Contract is intended to represent a complete and exclusive statement of all the terms

Question 5

How to determine whether a contract is partially or completely integrated?

Answer 5

Merger clauses are indicators that a contract is completely integrated

Question 6

What is a merger clause?

Answer 6

A clause indicating that a writing contains the complete or entire agreement

Question 7

Is parol evidence admissible to explain or interpret terms of a written contract?

Answer 7

Under the majority rule parol evidence is always admissible to explain or interpret the terms of a written contract

Question 8

When is parol evidence admissible to supplement the written contract?

Answer 8

Parol evidence is admissible unless the contract is completely integrated

Question 9

What is UCC rule regarding parol evidence that supplements written contract?

Answer 9

Trade usage, course of dealings and course of performance can supplement completely integrated agreements

Question 10

When is parol evidence admissible to contradict terms of a written contract?

Answer 10

Parol evidence is admissible unless the terms in question are fully integrated

Question 11

What is UCC rule regarding parol evidence that contradicts terms of a written contract?

Answer 11

Course of dealing and course of performance evidence may be admissible in sales of goods cases to qualify the meaning of integrated terms

Question 12

When does the parol evidence rule not apply?

Answer 12

1. subsequent agreements entered into after the execution of the written document
2. collateral agreement
3. attacks on the validity of the written agreement

Question 13

Is parol evidence rule applicable regarding subsequent agreements entered into after the execution of the written document?

Answer 13

No, the parol evidence rule only applies to communication prior or during execution

Question 14

Does the parol rule apply to collateral agreements?

Answer 14

No, the parol evidence rule won’t affect agreements between the parties that are entirely distinct from the written agreement of the contract at issue

Question 15

When is parol evidence admissible to attack the validity of a written agreement?

Answer 15

Parol evidence is allowed to serve as proof of validity when the following are at issue:
1. failure of oral condition precedent to agreement
2. mistake or duress
3. fraud
4. reformation of the contract

Question 16

What must be shown for parol evidence to be admissible to reform a contract?

Answer 16

To reform a contract, parol evidence must show:
1. there was an antecedent valid agreement
2. the agreement was incorrectly recorded due to mistake or fraud
3. there is proof by clear and convincing evidence