Parol Evidence Rule Flashcards
What does the parol evidence rule govern?
admissibility of oral and documentary evidence of negotiations and other communications b/w the parties that took place PRIOR to or CONTEMPORANEOUSLY w/ the execution of the K
What is full/partial integration?
terms within the K are INTENDED as the final expression of those specific terms
What is complete integration?
K INTENDED to represent a complete and exclusive statement of all the terms
How do you determine if it’s a complete or partial integration?
If there’s a merger clause, the writing contains complete/entire agreement or other words to that effect
When is parol evidence allowed?
(1) to explain or interpret terms of the written contract
(2) to supplement terms of the written contract UNLESS there is a merger clause/completely integrated
When is parol evidence NOT allowed?
To contradict the material terms of the written contract
Under the UCC, how can a completely integrated agreement be supplemented with extrinsic evidence?
Trade usage, course of dealings, and course of performance can supplement a completely integrated agreement
When does the parol evidence NOT apply?
(1) subsequent agreements
(2) collateral agreements b/w parties that are entirely distinct from the written agreement of the K at issue
(3) attacking the validity of the written agreement (b/c the PE rule only applies when there’s already a valid K)
The parol evidence rule will not bar efforts to prove what bases for invalidating a K?
(1) failure of oral condition precedent to agreement
(2) mistake or duress
(3) fraud
(4) reformation
For a plaintiff to prove reformation, what must be shown?
(1) there was an antecedent valid agreement
(2) that this antecedent agreement is incorrectly reflected in the writing b/c of mistake or fraud; and
(3) that proof is established by clear and convincing evidence
