Parol Evidence?

[4yearPLAN]

I start shaking uncontrolably whenever I hear these two words.  Does someone have a method of attack they would like to share?

[Bob Loblaw Esq.]

The UCC
§2-202  - The Parol Evidence Rule
• The parol evidence rule is a tool that is used to determine what evidence is admissible in ascertaining the terms of a contract and their meaning when the parties’ agreement is in a record.
• The parol evidence rule is based upon the idea that if the evidence of an agreement is in a record, that record is a better indication of the parties’ actual agreement in some circumstances. 
• Revised §2-202 only applies when one of the two fact situations is present.  The first situation is when there are “terms with respect to which the confirmatory records of the parties agree.”  The second situation is when “terms…which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein.”

• General Rule: Parol Evidence is NOT allowed if:
o There is a fully integrated contract (final and complete expression of agreement);
o The evidence is of an earlier written or oral agreement or a contemporaneous oral agreement within the scope of the contract; and
o The evidence attempts to vary. Add, or contradict the terms of the contract.

• General Rule: Parol evidence MAY be admissible if:
o Offered to show lack of consideration, fraud, duress, or mistake;
o Offered to show a condition precedent to effectiveness of the final contract;
o Offered to explain or interpret terms of the contract;
o It concerns a modification of the contract (later agreement)
o It concerns a “naturally omitted” term; or
o Separate consideration was given for the parol agreement.

• Restatement § 214 – Exceptions to the parol evidence rule
o (c) the meaning of the writing

 Exception to the exception – plain mean rule – of the meaning of the writing is plain, then parol evidence not admitted.

• Parol evidence analysis
1. Is there a writing?
2. Is it integrated?
 (If one or more terms of the agreement have been fully, finally and clearly expressed in the writing, it is a partial integration – that is it is a final statement o those terms. 
 If writing does not set out any term in full, final and certain form, it is unintegrated.
 Fully integrated – complete and exclusive
 If it is integrated, only consistent terms.
3. Is it partially integrated?.

• Why parol evidence?
 Maybe to prevent abuse of contract writers
 Force individuals to be very specific in their contract wording

[drbuff123]

Do CALI lesson

[kmpnj]

I thought the questions that Emanuel's asks on this subject are quite good also.

[jgsmith]

First just figure out if the agreement is partially or completely integrated. Two test for this- subjective intent of the parties and the four corners test.

 If its a completely integrated agreement ---> Parole evidence is only admissible if it is outside the "scope" of the contract. If it is partially integrated--->parole evidence is admissible as long as it is consistent and doesn't contradict any of the terms in the agreement.

Also, under the subjective intent approach---> the parole evidence can be used to acertain the parties intent--->whether or not they meant the contract to be a complete and final expression or not.

[Runner-up]

Most courts seldom use the "four corners test" because it is so rigid and often unreflexive of the parties intention.

Corbin's view is much more expansive and, much more indicative of the attitude the law takes toward parol evidence.

[Runner-up]

I might have given the parol evidence rule only the most meager definition in my exam answer this past weekend. Time was beginning to creep up on me, and I simply had to give it what treatment I could with the time that was left.

Of course, I would rather give a skimpy explanation of the parol evidence rule, than be one of the poor souls who didn't finish the exam.

[BeachBum]

What case book are you using?  The two parole evidence cases I recall were written by Judge Kozinski and Judge Traynor and they reflected the traditional rule and the modern rule.  The traditional rule being if it looked like a complete document, then no parole evidence.  The modern rule (in effect in California) allows parole evidence even if it looks like a complete document. 

[Runner-up]

Crandall Whalley

[Runner-up]

That's very interesting that you've read all of two cases about parol evidence.

Sounds to me like you haven't covered it very thoroughly. It's actually a very complex rule that merits a lot more than just reading two cases.