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.

If the writing completely expresses all of the terms of the parties’ agreement, then it is a total integration, and the parties cannot introduce any extrinsic evidence (oral or written) of prior or contemporaneous understandings or negotiations.

If, on the other hand, the writing sets forth the parties’ agreement about some terms, but not all terms, then it is a partial integration.

Question 2

UCC Parol Evidence Rule

Answer 2

Under the UCC, a court, in determining whether a contract constitutes a total integration of the parties’ agreement, should generally treat a written agreement as only a partial integration of the parties’ agreement unless the court can conclude that the parties’ “certainly would” have included the term in the written agreement.