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Parol Evidence Rule in retrospect - OU Law

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ParolEvidence Rule in retrospect
A PER issue is raised when a partyseeks to proveagreement that preceded writingororal agreement from time of writing, andalleged agreement isnot reflected in writingWhat evidence is affected by PER?priorwritten or oralagreement, andcontemporaneousoral agreementdoesnotaffect evidence ofsubsequentagreements
Ch.4.C
The Parol Evidence Rule
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PER is not applicableto[§214]
Evidence ofintegrationEvidence offered tointerpretwritingEvidence offered toprove non-existence or invalidity of agreementmutual assent & considerationaffirmative defenses (e.g., statute of frauds, misrepresentation, duress,unconscionability, public policy)impossibility and mistake defenses(forthcoming)Evidence offer to provenon-contract claim
Ch.4.C
The Parol Evidence Rule
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IsParolEvidence Admissible?
ParolEvidence Flow Chart
Separate Transaction
The Transaction Described in Writing
Resolve Ambiguity
Mistake, Formation Defenses
Existence of Term
Unintegrated
Partially Integrated
Completely Integrated
Ch.4.C
The Parol Evidence Rule
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PER Analysis: Step 1
Is writing integrated, and if so, at what level?
FourCornersDoctrine(Davis)ObjectiveTest(Gianni, Williston)SubjectiveTest(Masterson, Rest. (2d) §210)UCCApproach
Is there a “merger” (integration) clause?
Modern perspective (minority;Masterson; Nelson dissent):informativeMust be specifically agreed uponWilliston’s rule (majority;Nelson):decisiveTwo exceptions:instrument obviously incompletemerger clause product of fraud/mistake
Ch.4.C
The Parol Evidence Rule
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PER Analysis: Step 2
If agreement is NOT integrated, then all evidence of other terms is admissible.If agreement is PARTIALLY integrated, evidence of additionalconsistentterms is admissible.Consistency standard may be narrow (only terms thatcontradictintegrated written terms) or broad (any terms that are not in reasonable harmony with integrated written terms)Ifagreement is TOTALLY integrated, then all evidence of additional terms is excluded.
Ch.4.C
The Parol Evidence Rule
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Parol Evidence Rule in retrospect - OU Law