Contracts: Parol Evidence Rule

What are Williston's rules concerning parol evidence?

1) Merger clause: if a writing expressly states that the contract is an integration, then it is a total integration unless it is obviously incomplete.2) If no merger clause is present, look to the writing; consistent additional terms may be admitted it the writing is a partial integration.3) Reasonable person standard: Ask whether reasonable people similarly situated would have included the term in question: If Yes- Parol evidence is not admissible and the agreement is final, If No- the agreement is partial and may be supplemented by consistent additional terms.

What is the Collateral Contract rule?

Agreements that are independent of the writing in question may be admitted as long as they do not contradict the primary agreement.

What is Corbin's rule regarding parol evidence?

Corbin looks to the actual intent of the parties. All relevant evidence pertaining to the issue should be considered, including evidence of prior negotiations. This rule looks to the subjective intent or actual intent of the parties, and not to what a reasonable person would have done as does Williston's rule.

Are there any exceptions to the parol evidence rule?

Parol evidence is always admissible to show that a contract was never formed, including issues relating to fraud, express conditions, mistake, illegality, and unconscionability, along with lack of consideration problems.

What is a partial integration?

Partial Integration: A final writing is at least a partial integration even if it is incomplete. Partial integrations may be supplemented by consistent additional terms, but may not be contradicted by such terms.

What is the parol evidence rule?

The Parol Evidence Rule: A writing intended by the parties to be a final embodiment of their agreement may not be contradicted by certain kinds of evidence.This is an issue of substantive law.

What is the Four Corners Rule?

The face of the instrument shows whether the agreement appears to be an integration.

How is the parol evidence rule interpreted?

The parol evidence rule applies to terms that were agreed upon prior to the integration, whether written or oral. It also applies to contemporaneous oral agreements.

Who can enforce the parol evidence rule?

The parol evidence rule can only be invoked for or against the contract by people who are parties to the contract.

Who decides issues concerning parol evidence; the judge or the jury?

These issues are ordinarily decided by the trial judge as a question of law addressing whether the parties intended an integration and whether this was a total or partial integration

What is a total integration?

Total Integration: A total integration is a final writing that is also complete. A total integration may not be contradicted or even supplemented by consistent additional terms.