Parol Evidence Rule Flashcards
what is barred by parol evidence?
Any evidence other than parties’ written agreement that is offered by a party to prove contract terms that do not appear in the writing is barred by parol evidence rule
what does PER exlcude?
Excludes extrinsic evidence of terms agreed upon prior to or contemporaneous with a binding completely integrated agreement
PER governs
Govern’s type of evidence a jury may hear
? asked when applying PER
- Are the parties writing an integration – if so, is it complete or partial integration?
- Did the parties intend the writing to be a final embodiment of their agreement?
——> If parties had such intention, the agreement is said to be integrated.
EVEN IF INFO PERMITTED BY COURT
Jury may still conclude parties did not agree on that term
new term not in the original contract but agreed upon and supported by separate consideration
then the parol evidence rule may allow that new term to be included, even if it wasn’t part of the written agreement.
Integrated Agreements
A final written agreement that fully expresses the terms is an integrated agreement. If it’s complete and detailed, courts treat it as final—blocking prior or side agreements unless there’s clear evidence it wasn’t meant to be final.
Effect of integrated agreement on final agreement
- Binding Integrated = final but terms can be added to clarify
- Completely integrated = cancels earlier agreements, but only for things covered by new contract
- Non binding = doesn’t cancel previous agreements, however can makes parts of earlier agreement not valid if they were supposed to be in new agreement and not included
Contemporanoues agreements
Agreements made at the same time as the main contract. They’re part of the same deal but usually excluded by the parol evidence rule unless they are consistent with the written contract.
Question of integration
- resolved by a judge as a matter of law by considering prior negotiations, & surrounding circumstances
Partially Integrated
A written contract that isn’t complete or final. It can be supplemented with consistent additional terms but cannot be contradicted. Parol evidence is allowed to explain or add details, not to override express terms.
Integrated agreement subject to oral requirement of a condition
If two people agree in writing, but they also agree verbally that the agreement will only happen if something specific occurs (a condition), then the written agreement doesn’t cover that verbal condition. The written agreement is not complete in regard to that condition.
Contradicting terms
If there is a valid agreement, either fully or partially complete, you can’t use evidence of earlier or simultaneous discussions or agreements to change or go against what is written in the final agreement. The written terms stand as the main evidence.
Consistent additional terms
If a written agreement doesn’t cover everything, you can use evidence of additional terms that don’t contradict what’s in the writing. However, if the agreement is fully complete (completely integrated), you can’t add new terms.
NOT INTEGRATED AGREEMENT: terms left out
Was agreed upon separately and involves extra payment (like a separate deal), or
Is the kind of term that would naturally not be written down in the agreement, given the situation.
Standarized agreements
Party takes on responsibility of accepting terms
if the other party knows that the person wouldn’t have agreed to the contract if they knew it had a certain term, then that term is not part of the agreement.
Evidence of contemporaneous agreements to be used:
Parol evidence (prior/concurrent talks or deals) can be used to show:
If the written agreement is final and complete
What the agreement actually means
If it was affected by fraud, illegality, duress, mistake, or failure of consideration
If there are grounds to cancel, modify, or enforce the contract
Collateral agreement rule
- parties may show that they entered into a side agreement as long as it does not contradict the main agreement.
- principle that allows for the enforcement of agreements that are separate from, but related to, a main contract.
- independent from primary contract
- separate agreements that do not change or contradict the written contract
Merger Clause
- States the written contract is the complete and final agreement.
- Strong evidence of an integrated agreement, but not conclusive.
Condition Precedent
Parol evidence is allowed to show the contract was conditional on a future event. If performance depends on that event, oral evidence isn’t barred by the parol evidence rule.
Subsequent Agreement
Parol evidence rule doesn’t bar proof of later oral or written changes to the contract. Courts allow evidence of modifications made after signing.
Limits of PER
- The parol evidence rule only applies to prior or contemporaneous oral or written agreements—things made before or at the same time as the written contract. It doesn’t stop evidence of agreements made after the written contract.
- It also doesn’t stop evidence that shows there was no agreement at all.
- Separate consideration
- Extrinsic evidence of a contemporaneous written term
Uses of PER
lack of consideration
Mistakes
Fraud
Misrepresentation
Duress
illegality
UCC PER
If the writing is complete and exclusive, even consistent extra terms can’t be added.
But it can still be explained or supplemented by:
Course of dealing
Usage of trade
Course of performance
