Parole Evidence Flashcards
Parol-evidence Rule
If parties have reduced K to a comprehensive writing then earlier statements are not part of the deal.
- Cannot use prior agreement (oral/written) to contradict a later writing
- they’re presumed to have dropped out
- Later added statements are also not covered - because that’s purported modification
generally prevents a party to a written contract from presenting prior extrinsic evidence that contradicts the terms of the contract as written.
What’s integration?
writing is “integrated,” meaning that the parties intended it to be their final agreement. The parol evidence rule applies only to a document that is an integration.
If the document is determined not to be an integration (i.e., not to be the final expression of the parties’ agreement), such as a preliminary negotiation document or tentative draft agreement, then the parol evidence rule will not apply- so can’t bring it in.
Partial integration v. Complete Integration
complete integration
- K expresses all term of the agreement
Partial integration
- there is a written and final writing but some terms are not
included.
How can you tell between Partial and Complete Integration?
Merger clause - is evidence of complete integration
- tells you if the agreement is complete
- if so then the agreement is fully integrated and earlier
docs/writings will not come in.
Exceptions to Parole Evidence Rule
Modifications- there can be a modification, PER will not bar it
Extrinsic Evidence - that does not contradict writing can be introduced.
Parole Evidence Rule- UCC
More forgiving- UCC will presume that a writing is utmost only partially integrated.
- test would it certainly been included in the writing? if so then PER will apply.
When Parole Evidence does not Apply
defenses to K formation- i.e. duress/mistake.fraud etc
Prior communication that interpret ambiguous terms in the final agreement
Second seperate deal- can be introduced even if the writing is totally intergratated
