Parole Evidence

Maxims for Drafting: words in a series

Meaning of a word in a series is affected by others in the same series: sheep, cattle, hogs, dogs

How to know if the writing is Complete or Partial? What is the general starting point?

- Depends on intent of the parties - All relevant evidence is admissible to prove intent - UCC PRESUMES ALL writings are PARTIAL unless evidence shows that parties intended a complete agreement

Exceptions to PER (things that are admissible)

1) explanation of AMBIGUOUS TERMS (ST 2) CoP, CoD, TU are ALWAYS admissible to explain UCC contracts; MAY be admissible in CL contracts 3) Evidence of contract DEFENSES 4) to DO JUSTICE or avoid injustice 5) SUBSEQUENT oral or written, including modifications 6) Truly SEPARATE or COLLATERAL agreements (oral or w) 7) ORAL CONDITIONS precedent to the duty to perform K 8) ????

Merk: is the oral side contract admissible? Analyze

1. Depends on if the contract is integrated 2. Here, it is no fully integrated 3. Both parties agreed about the secret agreement 4. They disagree about the content 5. Thus the contract is final but not complete 6. Thus it is not fully integrated 7. So the oral contract is admissible per PER

What is the STRONGEST element to attack so that evidence may be admissible?

1. explanations of AMBIGUOUS TERMS (think "chicken") 2. which includes CoP, CoD, TU 3. Express Terms conflict with oral misrepresentation, thus this is a DEFENSE to the contract as a WHOLE, so they may be let in.

If the writing is only partially integrated, then it is ____________, then parties intended to agree to _____________. If these other terms do not ____________ with the written contract, they are ________________. if the terms contradict the terms of the ____________________, then they are not admissable.

1. final but not complete 2. other terms not found in the written contract 3. conflict 4. admissible (consistent additional terms) 5. written contract

What is Integration

A union of all agreements between the parties

Prior Terms

Earlier terms, before K formation

4 Corners Rule

If a contract exists, the court must look for evidence of the contract's terms by reading what is inside the "four corners" of the paper the contract is printed on. Evidence that doesn't appear inside the "four corners" of the contract cannot be considered if they contradict what is inside the contract's "four corners."

Maxims Generally

Interpret contract as a whole General purpose prevails Specific terms prevail Specific provision is seen as exception to general If principle purpose ascertainable = greater weight Interpret terms to validate contract if possible Construe Ks to be internally consistent interpret a meaning that serves the public use lawful and meaningful terms Plain Meaning Rule: if obj meaning, use it Separately negotiated terms better than stand terms Handwritten terms over typed or preprinted Custom and Usage as a tool for interpretation TERMS CONSTRUED AGAINST THE DRAFTER

steps to analyze integration

Issue: is X admissible under the PER? RULE: definition 1. the contract is either: - not integrated - fully integrated - partially integrated 2. What is admissible? - not = All EE available - partial = only CAT - full = no EE admissible 3. Do any of the 8 exceptions apply? 4. Conclude: what EE is admissible under the PER. GO OVER Chapter 9 cases

So, what does Parol Evidence Rule have to do with interpreting or enforcing a contract?

MAIN PURPOSE: (1) to carry out the apparent intention of the parties (2) facilitate judicial interpretation by having a single clean source of proof (the writing) on the terms of the bargain

Final means...

No more negotiations

Complete mean...

No terms are left out

how does the Parol Evidence Rule treat situations where parties only determined the writings to be preliminary drafts?

PER will not bar introduction of further evidence showing that it was not final.

Full Integration

Parties intended their writings to be : (1) Final and (2) Complete SO: Prior OR Contemporaneous terms INADMISSIBLE (no PCT, Let it Be) (ucc: says oral terms)

Maxims for Drafting: IF one or more specific term is included

Similar in kind (if not listed) are excluded "sheep, cattle, dogs"

Consistent

Similar

Subsequent Terms

Terms made after K formation

Contemporaneous Terms

Terms made at the same time as K formation

Parol Evidence Rule: in 7th graders terms

The parol evidence rule states that: if an agreement between two parties is made in writing, the parties may not present evidence in court of any oral or implied agreement that contradicts what is written down. Can be thought of as the 4 corners rule

Maxims for Drafting: General Terms joined by A Specific

includes only things that are like the specific "animals, such as sheep, cattle, hogs, dogs"

Extrinsic Evidence

not in and of the document BUT oral and outside the instrument.

Partial Integration

parties intended their writings to be: (1) Final but (2) NOT COMPLETE ex: they knew there were terms they agreed to that are not included SO: Prior OR Contemporaneous CONCFLITING terms are INADMISSIBLE BUT Consistent Additional Terms are no PCCT, but yes CAT (ucc: says oral terms)

Parol

pa·rol pəˈrōl,ˈparəl given or expressed orally. "the parol evidence" (of a document) agreed orally, or in writing but not under seal. "there was a parol agreement"

Parol Evidence Rule: Black's Law

substantive common law rule in contract cases that: prevents a party to a written contract from presenting extrinsic evidence that discloses an ambiguity and clarifies it or adds to the written terms of the contract that appears to be whole.