The Parol Evidence Rule - Feb. 6, 8 Flashcards
What is the Parol Evidence Rule? (Lawshelf)
The parol evidence rule is a contract law doctrine that prevents parties to a written contract from presenting “extrinsic” evidence of terms in a contract that contradict, modify, or vary the terms of a written agreement when that written agreement is considered complete and finalized. (Contract Law: The Parol Evidence Rule)
What does it mean when a contract is completely integrated? (Lawshelf)
This means an unambiguous execution of the written agreement that leave no doubt that the parties intended it to be the final contract.
A complete integration captures the parties’ full and exclusive agreement on a contract matter. (Contract Law: The Parol Evidence Rule)
How do courts determine if a contract is completely integrated? (Lawshelf)
They look at the circumstances to see whether they wanted the written agreement to be a final and complete agreement. This includes the provisions of the contract. (Contract Law: The Parol Evidence Rule)
When is outside evidence allowed? (Lawshelf)
To clarify terms in a contract when a terms meaning is missing or ambiguous
To demonstrate evidence of collateral agreements. Outside evidence can be used to prove that an independent, collateral agreement exists side-by-side with a completely integrated and finalized written agreement. This means that the parties made a separate agreement in addition to the one being litigated. This is only allowed however if the collateral agreement: does not contradict the written and finalized contract and does not contain terms that would normally be included in the present agreement. (Contract Law: The Parol Evidence Rule)
What is complete integration? (Studicata)
If the writing completely expresses all of the terms of the parties’ agreement, then it is a complete integration. Absent an exception, all other expressions or statements, written or oral, made prior to the writing, as well as any oral expressions made contemporaneously with the writing, are inadmissible. (Performance - PER)
What is a merger clause? (Studicata)
A merger clause recites that the agreement is the complete agreement between the parties. This is usually strong evidence that the writing is a complete integration. (Performance - PER)
What is partial integration? (Studicata)
If the writing sets forth the parties’ agreement about some terms, but not all the terms, then it is a partial integration. Other expressions or statements, written or oral, made prior to the writing, as well as any oral expressions made contemporaneously with the writing, are admissible to SUPPLEMENT the writing so long as the evidence does NOT contradict the terms of the writing. (Performance - PER)
What are the exceptions to the Parol Evidence Rule? (Studicata)
The parol evidence rule does NOT apply if any of the following exceptions exist: formation defects, condition precedents, ambiguity and interpretation, and separate deals. (Performance - PER)
How can formation defects be an exception to the Parol Evidence Rule? (Studicata)
Extrinsic evidence may be offered to establish a defense to the formation or enforcement of a contract (e.g., incapacity, mistake, duress, lack of consideration, etc.). (Performance - PER)
How can condition precedents be an exception to the Parol Evidence Rule? (Studicata)
Extrinsic evidence may be offered if a party asserts that there was an oral agreement that the written contract would not become effective until a condition occurred. (Performance - PER)
How can ambiguity and interpretation be an exception to the Parol Evidence Rule? (Studicata)
Extrinsic evidence may be offered for the purpose of interpreting or clarifying an ambiguity in the agreement. (Performance - PER)
How can separate deals be an exception to the Parol Evidence Rule? (Studicata)
Extrinsic evidence may be offered if it represents a distinct and separate contract. (Performance - PER)
Does the Parol Evidence Rule apply to agreements made between the parties after the execution of the writing? (Studicata)
No. Agreements made after the execution of the writing would be analyzed as contract modifications, and do NOT trigger the parol evidence rule. (Performance - PER)
What is the rationale behind the Parol Evidence Rule? (Q) (LII)
The rationale behind the parol evidence rule is that the parties to an agreement will include all of their terms in a written contract, so any terms that are not in the written contract were not intended to be part of the final agreement.
The rationale behind the rule is to deter untruthful attacks on contracts.
When are agreements and negotions prior to or contemporaneous with the adoption of a writing admissible into evidence? (R)
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) ground for granting or denying rescission, reformation, specific performance, or other remedy.
(214)
O – To establish an ORAL condition precedent to legal effectiveness of contract, provided it doesn’t contradict express term(s) of the contract
F – A party cannot invoke the Parole Evidence Rule to shield that party from allegations of FRAUD or Misrepresentation
M – To establish MUTUAL Mistake or claim for reformation of contract
I – To establish ILLEGALITY
C – To establish failure of CONSIDERATION
E – To EXPLAIN ambiguous or missing terms
E – To show that no ENFORCEABLE agreement was ever intended
OF MICE^2
