Parol Evidence Rule Flashcards
What is the parol evidence rule?
The Common law principle that a writing intended by the parties to be a final embodiment of their agreement cannot be modified by evidence of earlier agreements that might add to, vary, or contradict the writing.
When does the parol evidence apply?
Only when there is a writing. It is used to exclude evidence from a discussion regarding an agreement.
Gianni v. Russell
When does an oral additional term become part of the written document?
Compare the two (written contract and the oral term) and determine if the parties would “naturally and normally” include one within the other.
Are the two related to the same subject matter or both interrelated that one could not be done without the other?
Held to the Objective Standard.
Restatement 209: Integrated Agreement
(1) An integrated agreement is a writing or writings constituting a final expression of one or more terms of an agreement.
(2) Whether there is an integrated agreement is to be determined by the court as a question of interpretation or to application of the parol evidence rule.
(3) Where the parties reduce an agreement to a writing which in view of its completeness and specificity reasonably appears to be a complete agreement, it is taken to be an integrated agreement unless it is established by other evidence that the writing did not constitute a final expression.
Restatement 210: Completely and Partially Integrated Agreements
(1) A completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement.
(2) A partially integrated agreement is an integrated agreement other than a completely integrated agreement.
(3) Whether an agreement is completely or partially integrated is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule.
Restatement 211: Standardized Agreements:
(1) Except as stated in Subsection (3), where a party to an agreement signs or otherwise manifest assent to a writing and has reason to believe that like writings are regularly used to embody terms of agreements of the same type, he adopts the writing as an integrated agreement with respect to the terms included in the writing.
(2) Such a writing is interpreted wherever reasonable as treating alike all those similarly situated, without regard to their knowledge or understanding of the standard terms of the writing.
(3) Where the other party has reason to believe that the party manifesting such assent would not do so if he know that the writing contained a particular term, the term is not part of the agreement.
Restatement 212: Interpretation of Integrated Agreements:
(1) The interpretation of an integrated agreement is directed to the meaning of the terms of the writing or writing in the light of the circumstances, in accordance with the rules stated in the Chapter.
(2) A question of interpretation of an integrated agreement is to be determined by the trier of fact if it depends on the credibility of extrinsic evidence or on a choice among reasonable inferences to be drawn from extrinsic evidence. Otherwise a question of interpretation of an integrated agreement is to be determined a question of law.
Restatement 213: Effect of Integrated Agreement on Prior Agreements
(1) A binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them.
(2) A binding completely integrated agreement discharges prior agreements to the extent that they are within its scope.
(3) An integrated agreement that is not binding or that is voidable and avoided does not discharge a prior agreement. But an integrated agreement, even though not binding, may be effective to render inoperative a term which would have been party of the agreement had it not been integrated.
Restatement 214: Evidence of Prior or Contemporaneous Agreements and Negotiations-
Agreements and negotiations prior to or contemporaneous with the adoption of a writing are admissible in evidence to establish:
(a) that the writing is or is not an integrated agreement;
(b) that the integrated agreement, if any, is completely or partially integrated;
(c) the meaning of the writing, whether or not integrated;
(d) illegality, fraud, duress ,mistake, lack of consideration, or other invalidating cause;
(e) grounds for granting or denying rescission, reformation, specific performance, or other remedy.
Restatement 215: Contradiction of Integrated Terms-
Except as stated in the preceding Section, where there is a binding agreement, either completely or partially integrated, evidence of prior or contemporaneous agreements or negotiations is not admissible in evidence to contradiction a term of the writing.
Restatement 216: Consistent Additional Terms
(1) Evidence of a consistent additional term is admissible to supplement an integrated agreement unless the court finds that the agreement was completely integrated.
(2) An agreement is not completely integrated if the wring omits a consistent additional agreed terms which is
(a) agreed to for separate consideration, or
(b) Such a term as in the circumstances might naturally be omitted from the writing.
Restatement 217: Integrated Agreement Subject to Oral Requirement of a Condition
Where the parties to a written agreement agree orally that performance of the agreement is subject to the occurrence of a stated condition, the agreement is not integrated with respect to the oral condition.
