Contract Content and Meaning Flashcards
(3 cards)
Parol Evidence
Parol Evidence
The Parol Evidence Rule precludes the introduction of any evidence from prior oral or written negotiations in order to contradict, change, or add to the terms of a fully written integrated contract. The only exceptions are to prove defenses to formation such as fraud, clear up an ambiguity, to prove trade custom or course of dealings, or to demonstrate that a condition precedent to formation has not been satisfied. Integration is determined by looking at the four corners of the contract and determining whether it contains all of the essential terms of a contract and thereby must be the full and final expression of the parties’ intent.
Any evidence outside of the four corners of the document is inadmissible.
Interpretation
Interpretation
To interpret a contract, a jury or court tries to determine the intention of the parties. Course of dealing, course of performance, and usage of trade may be introduced to help interpret the meaning of a writing even if the writing is a complete integration.
Omitted and Implied Terms
Omitted and Implied Terms
If there are missing terms in an agreement, the court may supply those missing terms. The UCC provides many gap-filling terms, and allows course of performance, course of dealing, and usage of trade to fill gaps (quantity is not allowed).
