5: Parol Evidence Rule (PER) Flashcards
(15 cards)
Parol Evidence Rule (generally)
Where parties to K intended for their written agreement to be the full + final expression of the bargain, other written/oral agreements that were made prior to or simultaneous with the writing are INADMISSIBLE for the purpose of changing the terms of the written agreement
PER: 2 Elements
(1) Degree of Integration (how final/complete agreement is) and (2) Impact on evidence of prior/contemporaneous agreements
Fully/Completely Integrated
Parties intend K to be “final and exclusive” or “final and comprehensive” expression of their agreement; language will be above or synonymous; effect = NO extrinsic evidence admitted, writing supersedes (some exceptions for ambiguity, defenses); typically a merger clause in commercial Ks
Partially Integrated
K represents final expression of parties on some but not all terms; Effect = extrinsic evidence of prior/contemporaneous agreements ADMITTED but only to supplement, NOT contradict writing (e.g. cannot include evidence pertaining to NY law if written terms specify CA law)
Not Integrated
K is not the final and complete expression of the parties (e.g. preliminary agreements, pre-contractual negotiations); Effect = PER does not apply
PER: 3-Step Analysis
(1) Was writing integrated? Completely or partially? (2) If partially integrated, does the proffered parol evidence contradict term in writing? (If yes, no evidence admitted); (3) If writing is integrated, is it ambiguous? (If yes, parol evidence may be used to resolve ambiguity)
R209: Integrated Agreements
(1) integrated agreement is writing(s) constituting a final expression of 1+ terms of agreement; (2) court determines integration before interpretation or application of PER; (3) deemed integrated if reasonably appears to be UNLESS established by contrary evidence that writing did not constitute a final expression
R210: Completely and Partially Integrated Agreements
(1) completely integrated is adopted by parties as complete and exclusive statement of terms; (2) partially integrated is an integrated agreement other than a completely integrated one; can and should look to any relevant evidence to prove integration
R213: Effect of Integrated Agreement on Prior Agreements
(1) binding [completely/partially] integrated agreement discharges prior agreements to extent that it is inconsistent w/ them (cannot bring in anything that contradicts writing); (2) binding completely integrated agreement discharges prior agreements to extent that they are within its scope (nothing related to writing allowed in)
R216: Consistent Additional Terms
(1) Evidence of a consistent additional term is admissible to supplement a [partially] integrated agreement unless court finds agreement was completely integrated; (2) agreement is not completely integrated if writing omits a consistent additional agreed term which might naturally be omitted from the writing
R214: Evidence of Prior/Contemporaneous Agreements and Negotiations
Agreements and negotiations prior to/contemporaneous with adoption of a writing are admissible in evidence to establish (a) writing is/is not integrated, (b) integrated agreement, if any, is completely/partially integrated, (c) meaning of writing whether or not integrated, (d) illegality, fraud, duress, mistake, lack of consideration, or other invalidating cause, (e) ground for granting/denying rescission, reformation, specific performance, or other remedy
UCC 2-202: Final Written Expression - Parole or Extrinsic Evidence
Terms in the written document where parties agree or in any document where intent is final expression of agreement CANNOT BE CONTRADICTED by evidence of any prior agreement or contemporaneous oral agreement BUT may be explained/supplemented (a) by course of performance, dealing, trade usage and (b) by evidence of consistent additional terms if partially integrated
When is extrinsic evidence allowed?
(1) may always be introduced to prove an invalidating cause (misrepresentation, duress, mistake, etc); (2) if partially integrated, party may introduce extrinsic evidence of additional consistent terms; (3) integrated agreement is ambiguous (more than one plausible meaning) extrinsic evidence may be introduced to resolve ambiguity
Mitchill v. Lath (traditional PER test)
Oral promise was not enforceable as part of written sale; parol evidence modifies written Ks when (a) oral agreement is collateral in form, (b) parol evidence does not contradict express/implied provisions of agreement, and (c) parol provision is not one the parties would be ordinarily expected to include in writing
Masterson v. Sine: Integration
Since written agreement did not explicitly provide that it contained the complete agreement and was silent on assignability, court concludes that collateral agreement might naturally be made separately and evidence should be allowed
