Parol Evidence Rule

Question 1

Parol Evidence Rule

Answer 1

The parol evidence rule generally prevents a party to a written contract from presenting prior extrinsic evidence that contradicts the terms of the contract as written.

Question 2

Parol Evidence: Approach

Answer 2

• Writing
• Integration
  
  • CL/R2/UCC
  • Total/Partial (intent of parties)
• Exceptions

Question 3

Integration

Answer 3

• Total/Partial
  
  • Total (all terms, merger clause)
  • Partial (PE can supplement)
• Intent
  
  • CL: (4 corners rule)
  • R2: “naturally be ommitted”
  • UCC: Presumes partial unless parties certainly would have included term.

Question 4

Exceptions

Answer 4

CADDSS

• Subsequent agreements (modification, watch SoF)
• Defense to Formation/Enforcement
• Separate Deal
• Condition Precedent
• Ambiguity/Interpretation
  
  • Plain-Meaning Rule
  • Context Rule
  • UCC
    
    • Course of Performance (this time)
    • Course of Dealing (last time)
    • Trade Usage (in the industry)