Parol Evidence

Question 1

Exception to Parol Evidence: When through fraud or a mutual mistake of the parties or a mistake of one party while the other at the time knew or suspected…

Answer 1

a written K does not truly express the intentions of the parties, it may be revised on the application of a party aggrieved so as to express that intention…

Question 1

Parol Evidence checklist

Answer 1

(1) writing
(2) statements made prior to the writing (integrated, wanted this to be the final expression of the agreement)

Completely Integrated-
All terms of the deal
(Statements made prior to OR contemporaneously are inadmissible)

Partially Integrated-
Set forth some of the terms but leaves out some terms that talked about in prior negotiations (Marker in there but color of the marker left out)
(if so statements made prior to OR contemporaneously are ADMISSIBLE to SUPPLEMENT the writing ( not contradict it)

Completely Unintegrated- Forms not intended to be the final agreement

Question 2

Parol Evidence vs Modification

Answer 2

• Parol Evidence addresses before formation
• Modification after, need new consideration

Question 3

Merger Clause

Answer 3

Recites that the writing is the complete or entire agreement between the parties
Explicitly signals that this is the final expression of the agreement (completely integrated)

Question 4

Approaches to decide if complete or partial integrated (look for Merger Clause if it is complete integration no need to look at these)

Answer 4

Traditional Approach

Extrinsic Evidence Approach

Modern Approach- Corbin View (consider everything + disputed term)

Question 5

Exceptions to Parol Evidence on Completely Integrated

Answer 5

Formation Defects (fraud, misrepresentation, incapacitated and defenses)

Condition Precedents
(won’t take effect until future event occurs)

Ambiguity/ Interpretation
(What one of the words mean, reasonably susceptible to one person’s intent)

Separate Deals