Parol Evidence

Question 1

Parol Definition

Answer 1

No evidence of a prior or contemporaneous oral agreement or of a prior written agreement is admissible for the purpose of varying or contradicting the terms of an integrated written agreement

Question 2

Parole Evidence Exceptions

Answer 2

1. to aid in the interpretation of existing terms
2. to show that a writing is or is not an integration
3. to establish that an integration is complete or partial
4. to establish subsequent agreements or modifications between the parties
5. to show that terms were the product of illegality, fraud, duress, mistake, lack ofconsideration or other invalidating cause

Question 3

Merger Clause

Answer 3

A clause within the written contract intended to establish that it is an integration.

Question 4

Admission of Evidence

Answer 4

1. If the court determines the agreement is an integration, it will exclude the extrinsic evidence.
2. If the court believes the merger clause does not reflect the true intent of the parties, the court may conclude the document is not really an integration, and therefore allow admission of the extrinsic evidence.
3. Traditionally, (and now abandoned rule), the courts could only look within the “four corners” of the document to determine whether or not it was an integration.

Question 5

Language

Answer 5

Evidence to whether the parties ascribed some particular meaning to the terms.

Question 6

Contemporaneous Written Agreement

Answer 6

If contradictory contemporaneous written agreements exist then they should both be admitted as evidence to determine which document, if any, is the intended integration.

(Note: A contradictory contemporaneous oral agreement is barred.)

Question 7

Compete Integration

Answer 7

All facets of the agreement, including the negotiations leading up to it as well as any earlier versions of the agreement, have all been merged together into a single, final version of the agreement.

Question 8

Partial Integration

Answer 8

a written contract that does not contain all of the terms of agreement between the parties who entered into the agreement.

Question 9

Collateral Contract

Natural Approach

Answer 9

Evidence of the alleged collateral agreement would be admissible as long as it seems like something the parties naturally would have made as a separate agreement (naturally excluded from the integration).

Question 10

Collateral Contract Certainity Test

Answer 10

Evidence of the alleged collateral agreement would be admissible unless it seems like something that the parties certainly would have included in the other contracts (certainly included in the integration; more liberal than the Restatement).