VI: Parol Evidence

Question 1

Parol Evidence

Answer 1

Prevents introduction of prior extrinsic evidence that contradicts terms of written KI

Question 2

Integration

Answer 2

Parties intended writing to be their final agreement, parol evidence rule applies.

Question 3

Total integration

Answer 3

Complete expression of all terms of parties agreement: parties cannot introduce extrinsic evidence of prior contemporaneous u/s of negotiations.

Question 4

Partial integration

Answer 4

If writing sets forth only some terms, then parties are permitted to introduce supplementary extrinsic evidence of other terms that are consistent w/ the writing (not contradictory)

Question 5

Intent of the parties

Answer 5

Determines if there is total, partial or no integration
CL: 4 corners rule can only look to writing itself for intent

Second restatement: if an extrinsic term of agreement would naturally be omitted from a writing, then term can be introduced so long as it isn’t contradictory

UCC: assumes written K is only a partial integration and allows almost any outside terms

Question 6

When Parol Evidence is not applicable

Answer 6

Does not apply to communications occuring after the execution of the written K and when parties are:

Raising defense to formation
Raising defense to enforcement
Proving condition precedent to existence of the K
Interpreting/clarifying ambiguity in K
UCC: supplementig even apparently unambiguous terms by evidence of trade usage or course of dealing.

Express terms, course of performance (performance in current k), course of dealing, trade usage.