Ch 6: Parol Evidence Rule Flashcards
(36 cards)
What is the parol evidence rule?
The parol evidence rule generally prevents a party to a written contract from presenting extrinsic evidence of a prior or contemporaneous agreement that contradicts the terms of the contract as written.
What are extrinsic evidence in the context of the parol evidence rule?
Extrinsic evidence includes oral and written statements from negotiations prior to signing the written contract.
What is an integration in contract law?
An integration is a document that is the final expression of the parties’ agreement.
What are the two types of integration?
- Total integration
- Partial integration
What is total integration?
Total integration occurs when the writing completely expresses all of the terms of the parties’ agreement.
What is partial integration?
Partial integration occurs when the writing establishes the parties’ agreement about some but not all terms, allowing for supplementary extrinsic evidence.
What determines the type of integration?
The intent of the parties determines whether there is total, partial, or no integration.
What is the four-corners rule in common law?
Under the common law, a court looks only to the writing itself for evidence of intent.
What is a merger clause?
A merger clause states that the contract is the final and complete expression of the parties’ agreement and supersedes all prior agreements.
How does the UCC approach the parol evidence rule?
The UCC presumes that a written contract is only a partial integration and allows any additional consistent terms unless a court concludes otherwise.
When is the parol evidence rule inapplicable?
The parol evidence rule does not apply to communications that occur after a written contract is executed.
What defenses to contract formation are exempt from the parol evidence rule?
- Mistake
- Misunderstanding
- Misrepresentation
What is a condition precedent in contract law?
A condition precedent is an event that must occur before a contract becomes effective.
What is the plain-meaning rule?
The plain-meaning rule states that the objective definitions of contract terms control the meaning of the contract.
What is the context rule in contract interpretation?
The context rule allows judges to consider all evidence of the facts and circumstances related to the transaction.
What is a course of performance?
A course of performance is a sequence of conduct relevant to understanding an agreement based on repeated occasions for performance.
What is a course of dealing?
A course of dealing is a sequence of conduct concerning previous transactions between the parties that establishes a common basis for interpretation.
What is trade usage?
Trade usage is any practice or method of dealing in a particular business that is regularly used to justify expectations in specific cases.
True or False: The parol evidence rule applies to agreements reached after the execution of a written contract.
False
Fill in the blank: The parol evidence rule does not apply to evidence offered to establish a defense such as _______.
[mistake, misrepresentation, incompetence, illegality, duress, lack of consideration]
What takes priority when express terms of a contract are inconsistent with course of performance, course of dealing, or trade usage?
- Express terms prevail over all others
- Course of performance prevails over course of dealing and trade usage
- Course of dealing prevails over trade usage
What does the parol evidence rule generally prevent?
Presenting extrinsic evidence that contradicts the terms of the contract as written.
What must the writing be for the parol evidence rule to apply?
Integrated—meaning the parties intended it to be their final agreement (in full or in part).
What determines whether there is total, partial, or no integration?
The intent of the parties.
