Basic PER rules
When the parties have expressed their agreement in a writing that they intend to be final and complete integration of their agreement, then evidence of prior or contemporaneous agreements that supplement or contract the writing is inadmissible
Classical Approach (4 corners rule)
A judge must find ambiguous language within the four corners of the contract w/o resorting to outside evidence. Merger clauses will be dispositive.
what does "total integration agreement" mean?
1. hint ambiguous terms
evidence offered to interpret ambiguous terms
If one party makes a fraudulent oral statement that contradicts a fully integrated writing, then the other party may introduce evidence of the fraudulent oral statement
a. only in a classic jurisdiction.
b. only in a modern jurisdiction.
c. in either a modern or classic jurisdiction.
d. in neither a modern nor classic jurisdiction.
c. In either a modern or classical jurisdiction.
Parol Evidence Rule for partial integration writings
If the writing is only a partial integration of the agreement, then the writing cannot be contradicted but can be supplemented by evidence of consistent additional terms.
Modern Approach
The judge may consider outside evidence to determine intent of parties as to integration even if there is no ambiguity on the face of the writing. Consider all the circumstances, including the language, conduct, and presence of a merger clause.
what does subsequent mean?
coming after something in time; following.
2. hint- type of agreement
subsequent agreements (oral or written)
If a court is considering a parol evidence issue and determines that the document is not integrated, what evidence may be admitted?
A.Only oral testimony
B.Only written testimony
C.Any relevant oral or written testimony
D.Neither oral nor written testimony
c. Any relevant oral or written testimony
Role of the judge & role of the jury for PER
Judge- makes the determination of whether the writing is fully integrated
getting past the parol evidence rule doesn't prove the case. The judge's decision only allows the introduction of evidence.
Jury- if the evidence is admitted, then the jury decides whether the evidence is persuasive enough to vary or supplement the writing
admissibility of contradictory terms and consistent additional terms for total integration, partial integration, and no integration
total integration- no contradictory terms, no consistent additional terms
partial integration- no contradictory terms, yes for consistent additional terms
no integration- yes for contradictory terms and yes for consistent additional terms
explain intrinsic v extrinsic
intrinsic evidence- belonging to the essential nature or constitution of a thing.
extrinsic evidence- not part of the essential nature of someone or something; coming or operating from outside.
3- contract formation defenses (name them)
mistake, fraud, duress, undue influence, other voidabilites
A partially integrated agreement allows the introduction of consistent additional terms but not contradictory terms.
true or false
true
3 facts that trigger the issue of
"Should the judge allow the jury to hear evidence of the oral agreement?"
1. 2 parties entered into a contract, and there is a writing that is evidence of the contract.
2. One party asserts that the writing (and only the writing) contains all of the terms of the agreement.
3. The other party asserts there was an oral agreement (or some other writing) that reflects some of the terms of their agreement.
5 exceptions to the PER- no explanation needed
1. Evidence offered to interpret an ambiguous term
2. subsequent agreements (oral or written)
3. showing of fraud, mistake, duress, undue influence, or other voidability
4. collateral agreements with separate consideration
5. oral condition precedent to the formation of contract
merger clause
the merger clause ensures that outside and contemporaneous negotiations that are not in the contract will not be enforceable. This gives both parties a clear understanding of what is in and what is required by the contract because all that is contained with the four corners of the agreement.
4. hint type of agreement w/ separate consideration
collateral agreements w/ separate consideration
1. For purposes of the parol evidence rule, “parol evidence” refers to
a. oral evidence only.
b. written evidence only.
c. both written and oral evidence.
d. neither written nor oral evidence.
c. both written and oral evidence
Analytical Framework for PER
1. Determine integration (final, and partial or total)
2. Determine admissibility of evidence (contradictory or additional term)
3. Consider exceptions (interpretive evidence, subsequent agreements, evidence of fraud, collateral agreements, oral condition precedent)
UCC Parol Evidence Rule (two big differences from CL)
Similar to PER CL Rule except it allows more extrinsic evidence to come in to explain if some terms are different.
2 big differences-
1. allows evidence to show usage of trade, course of dealing, and course of performance.
2. provides an exception allowing evidence of prior oral or written agreements, or contemporaneous oral agreements, to provide consistent additional terms.
define patent and latent ambiguities
patent- aka intrinsic ambiguity or "on its face," language where the plain meaning of the language is either uncertain or susceptible to more than one meaning. evidence can come in to clarify term in both classical and modern jurisdictions.
latent- aka extrinsic ambiguities. requires additional outside evidence other than the plain meaning of the term in order to understand that the term is susceptible to more than one meaning. evidence can come in to clarify in a modern jurisdiction but not in a classical jurisdiction.
5. hint- not written
4. Which of the following is the most accurate statement regarding the parol evidence rule?
A.The parol evidence rule excludes all oral evidence to explain the meaning of a contract.
B.A partially integrated agreement will exclude supplementary terms.
C.Interpretative evidence is never allowed in a classic jurisdiction.
D.A totally integrated agreement excludes both contradictory and supplemental evidence but might allow interpretative evidence and other exceptions.
d. A totally integrated agreement excludes both contradictory and supplemental evidence but might allow interpretative evidence and other exceptions.