Parol Evidence Rule

Question 1

Total integration

Answer 1

If the writing completely expresses all of the terms of the parties’ agreement, then it is a total integration, and the parties cannot introduce any extrinsic evidence.

Question 2

Partial integration

Answer 2

The parties are permitted to introduce supplementary extrinsic evidence of other terms as long as the evidence is consistent with the writing, but not if the evidence contradicts the terms of the writing.

Question 3

Common-law four-corners rule

Answer 3

A court is permitted to look only to the writing itself for evidence of intent.

Question 4

Second Restatement rule

Answer 4

If an extrinsic term would “naturally be omitted” from a writing, then that term can be introduced, so long as it does not contradict the writing.

Question 5

UCC rule

Answer 5

The UCC presumes that a written contract is only a partial integration and allows any additional consistent terms unless a court concludes that the parties “certainly” would have included the term in the written contract.

Question 6

Ambiguity and Interpretation

Answer 6

Evidence may be admitted for the purpose of interpreting or clarifying an ambiguity in the agreement.

Question 7

Trade Usage and Course of Dealing or Performance

Answer 7

Even if terms appear unambiguous, parties may supplement trade usage or course of dealings or performance.

Priority is: (i) express terms prevail over all others, (ii) course of performance prevails over course of dealing and trade usage, and (iii) course of dealing prevails over trade usage.

Question 8

Course of performance

Answer 8

Is relevant if: (i) the agreement involves repeated occasions for performance by a party, and (ii) the other party accepts performance without objection and with knowledge of the course of performance.

Question 9

Course of dealing

Answer 9

A sequence of conduct concerning previous transactions between the parties that can reasonably establish a common basis of understanding for interpreting their conduct.