parol evidence rule Flashcards
what 3 things if all true do you need to be worries about parol evidence rule?
- implication –> the evidence must clearly show that something extra was meant to be part of the contract
- writing –> this extra thing must be written down or documented somehow
- purpose –> the reason for offering this evidence is to add or change a term in the contract
what is parol evidence rule?
if a contract is written and both parties agree that it covers everything and the terms are clear, then the contract is enforced based on exactly what’s written without looking at any extra evidence.
extrinsic evidence
relates to a written contract but is not contained in the writing itself
example –> verbal arguments made during negotiations but not explicitly written into the contract,
- example during negotiation process, the parties verbally agree to certain terms that are not in the written contract,
testimony about those verbal agreements is extrinsic evidence
parol evidence
evidence outside of a written contract
like verbal agreements, or understandings between the parties
- is there a written contract?
- parol evidence is relevant when there is a written contract, especially when the evidence is offered to add or change a term in that contract - timing of the evidence
- the evidence should be from before or at the same time the parties wrote the written contract - purpose of the evidence
- the evidence is offered to show other agreements that were not explicitly written in the contract,
- can include promises, agreements, or explanations during negotiations
- simple terms parol evidence is used to bring in info from outside the written contract to explain or add to what is already written
- only relevant when there is a written contract in the first place
parol evidence rule
if you have already put everything in writing, and both parties agree that contract is the final agreement, you can not later bring in outside evidence to change or add to what’s written in the contract
basic PER framework
- does the party offer evidence that actually implicates the PER?
a. if yes move to step 3
b. if not look at the exceptions - judge then analyzes the written agreement
- then considers evidence admissibility
a. total integration : likely less room for additional evidence
b. partial integration - may allow some additional evidence
c. not integrated - more likely to allow additional evidence - if PER was not implicated
a. see if evidence fits into one of the five exceptions
Exceptions to parol evidence rule
a. mistake
b. fraud
c. misrepresentation
d. duress
e. ambiguity
judge decides on classification, if evidence is allowed
is PER implicated?
only applies If all true
1. written contract - parties made a contract in writing
- offering parol evidence - things that happen before or at same time contract signed
- changing contract terms - party bringing evidence wants to
classification of written contract generally
When parol evidence rule is implicated, judge looks at written contract to see how much importance it holds
sole source or relevant - judge decides if the written contract is only place to look for terms or just one part of the agreement
classic or modern approach - to see if written contract is completed or just part of it
classification - judge sees it as
total integration - covers everything
partial integration - covers some things but not everything
not an integration - doesn’t cover much, leaves room for other terms or evidence
judge looks at how parties intended the written contract to work in relation to their agreement to figure out its importance
judge will look at type of transaction
- business work
- was it written on scrap paper or was it formal
- amount of detail in writing
- nature of writing
classic jurisdiction
will only see if written contract meant it to be final and complete agreement
- looks at written contract
- missing term
- merger clause importance (if there is a clause that says this contract is the complete agreement) has to be treated as total integration
- classic jursidcitoion = if there is merger clause, seen as covering everything
modern jurisdiction (majority)
judge looks at surrounding facts and evidence to decide if its final contract
- includes looking at if there is a merger clause, and how detailed it is, type of transaction
- judge does not only rely on merger, can weigh it with other evidence to see if it covers everything
Categories of integration
- Final and complete → total integration
- Final but incomplete → partial integration
3 .Not final → not an integration
interpretation exception
UCC rule - you can use outside evidence to explain what a term in contract means, even if it looks clear, can happen if one side wants to change something
common law - both parties need to agree to any changes or modification to contract
classic common law approach - if there is a clear mistake or confusion, then you can use outside evidence
- only for issues that are obviously unclear from looking at contract itself
modern = if there’s hidden confusion, can use outside evidence,
= hidden confusion = latent ambiguity
can consider the surrounding facts to see what contract really means
perfect tender rule
if goods do not meet contract
buyer can
- reject it all
- accept everything
- accept some and reject the rest
- seller can fix problem if there is still time
- only applies to single sales, not instalment contracts
- buyers in long term relationships, don’t need perfect goods as much
- once buyer accepts good, can not reject
- acceptance when buyer indicates they will take the goods, and does not reject in reasonable time
- rejection needs to communicated to seller
- reasonable time depends on deal
Revocation of acceptance
perfect tender rule only applies if buyer rejects before accepting goods
- if buyer buys, but then realizes they do not match contract, only if goods are very diff then what was agreed on
- in reasonable time
- buyer has to take care of goods till seller can take them back
