Parol Evidence Rule

Question 1

When you have a written agreement, it prevents you, in certain circumstances, from using evidence outside of the writing itself to prove what the agreement means.

Answer 1

Parol Evidence Rule

Question 2

To do so, the parol evidence rule distinguishes between those parts of the agreement that the parties have __________ and those that are not _________.

Answer 2

“finalized”

Question 3

Finalized parts are called

Answer 3

integrated

Question 4

only part of the agreement is final

Answer 4

partial integration

Question 5

the entire document is final

Answer 5

total integration

Question 6

An _________ _______ is a writing or writings constituting a final expression of one or more terms of an agreement.

Answer 6

integrated agreement

Question 7

Must be in writing(s)
Must intend to constitute a final expression of one or more terms
Must demonstrate existence of an agreement.

Answer 7

To determine if there is an integrated agreement:

Question 8

If there is a dispute about the meaning of an agreement based on evidence from prior negotiations or agreements, then,
before the court may try to _________ the contract to answer the dispute, it must determine if there is an integration and
before the court may try to apply the parol evidence rule, it must determine if there is an integration.

Answer 8

interpret

Question 9

There is a ____________ that something that looks like it is complete and final agreement, is an integrated agreement.

Answer 9

presumption

Question 10

An integrated agreement __________ contrary prior statements, and a completely integrated agreement supersedes even consistent additional terms.

Answer 10

supersedes

Question 11

There are at two types of integrated agreements: _________ (all of the terms are in the contract and intended to be the final expression of the parties) and partial (some of the terms in the contract were intended to be the final expression of those terms by the parties).
The integrated part (or whole) of an agreement is the only thing that matters for interpreting that part/whole—evidence of prior agreements, consistent additional terms, etc. don’t come in.

Answer 11

complete

Question 12

A ___________ integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement.

Answer 12

completely

Question 13

A __________ integrated agreement is an integrated agreement other than a completely integrated agreement.

Answer 13

partially

Question 14

Whether an agreement is completely or partially integrated is to be determined by the court as a question preliminary to determination of a question of _____________ or to application of the parol evidence rule.

Answer 14

interpretation

Question 15

A binding integrated agreement discharges prior agreements to the extent that it is _____________ with them.

Answer 15

inconsistent

Question 16

A binding completely integrated agreement _________ prior agreements to the extent that they are within its scope.

Answer 16

discharges

Question 17

Except as stated in the preceding Section, where there is a binding agreement, either completely or partially integrated, evidence of prior or _______________ agreements or negotiations is not admissible in evidence to contradict a term of the writing.

Answer 17

contemporaneous

Question 18

A _________ ________ ________discharges inconsistent prior agreements, and evidence of a prior agreement is therefore irrelevant to the rights of the parties when offered to contradict a term of the writing.

Answer 18

binding integrated agreement

Question 19

Evidence of a ________ _________ term is admissible to supplement an integrated agreement unless the court finds that the agreement was completely integrated.

Answer 19

consistent additional

Question 20

An agreement is not ________ _______ if the writing omits a consistent additional agreed term which is
agreed to for separate consideration, or
such a term as in the circumstances might naturally be omitted from the writing.

Answer 20

completely integrated

Question 21

Where the parties to a written agreement agree orally that performance of the agreement is subject to the occurrence of a _______ ________, the agreement is not integrated with respect to the oral condition.

Answer 21

stated condition

Question 22

The judge (the court) determines the completeness of the writing by looking solely at the writing.
The writing must appear to the judge (the court) to be complete on its face.

Answer 22

Four corners rule

Question 23

Rule 1
If the writing contains a merger clause, then, unless the writing is obviously incomplete or the merger clause was included by mistake/fraud, the writing is conclusively held to be a total integration.
Rule 2
If there is no merger clause, then
If the writing is obviously incomplete on its face, then it is a partial integration (evidence of consistent additional terms may be introduced).
If the writing appears complete on its face and the writing expresses the undertaking of one party (e.g., in the case of a deed, note), then it is a partial integration.
Rule 3
If the writing appears to be a complete writing and it expresses the rights/obligations of both parties, then the writing is a total integration.

Answer 23

Williston’s Three Rules version