Parol evidence Rule

Question 1

Parol evidence and integration

Answer 1

Integrated writing: one that the parties intend to be a final expression of their agreement

Partial integration: a writing intended to be finals, but only as to central terms of the agreement

Complete integration: a writing intended to be final as to all details of the agreement

Merger clauses can signal complete integration

Question 2

PER: The Basics

Answer 2

Completely integrated → PE inadmissible for anything within the scope of the document
Partially integrated → PE admissible to supplement if consistent with document
Not Integrated → PE admissible whether consistent or inconsistent with document

Question 3

UCC Parol evidence

Answer 3

May not be contradicted but may be explained or supplemented
(a) by course of dealing or usage of trade or by course of performance; and
(b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement

Question 4

Where does PER not apply

Answer 4

Doesn’t apply to questions of interpretation
Doesn’t apply to agreements (written or oral) made after execution of the writing
Doesn’t apply to evidence of contract defects (e.g., fraud, duress, mistake, incapacity).
Doesn’t apply to evidence offered to establish an equitable remedy
Doesn’t apply to “collateral” agreements
Doesn’t apply to contractual subject to constructive conditions of exchange.

Question 5

Two PER approaches

Answer 5

Trainer PG&E rule: Reasonably susceptible to interpretation
Minority rule - Kozinsky - Trident: Specter of ambiguity