- Substantive rule of state law, not really a rule of evidence.
- Encourages reliance on writing and putting K’s in writing, preserve integrity
- Refers to discussions/negotiations prior to K.
- K supersedes everything that happened before (writing excludes that).
- Excludes previous stuff, including evidence of prior or contemporaneous negotiations, agreements or concessions when such evidence is offered to alter written agreement.
- Only applicable if there is a writing
- Then "parol" (note spelling!) has to do with "extrinsic"/informal evidence of contracts not within the contract itself.
- Only accidental overlap with Statute of Frauds
- Subsequent modifications NOT covered by parol evidence rule.
- Is there an integration (writing)? (§ 209)—expressly reserved as a matter of law for the judge
- if NO, end of discussion.
- YES: §§ 214, 215 (what’s OK and not OK with parol evidence)
- Partial or complete? (§ 210, also reserved as matter of law)
- Partial?
- Example:IOU $500 with date, left out details of interest, etc.
- Can add "consistent additional terms" (§ 216)
- Complete? I.e., exhausted subject matter...
- THEN CANNOT ADD (§ 213)
- Operated store, entered into a new lease
- Oral agreement granted exclusive right, but not in written contract between parties.
- Is oral agreement outside of contract but contemporaneous?
- Rrial court found for plaintiff, appeals court reversed:
- "written contract = best evidence."
- Tried to argue that withholding tobacco was a separate agreement, but court doesn't agree.
- Rule that favors writing favors the repeat player who does contracts regularly.
- Nothing in contract will foreclose equitable override by court if court so desires
- Consideration alleged was in main agreement but what he wants was not in that agreement.
Bollinger v. Central Pennsylvania Quarry
- Alleged mutual mistake (paragraph they thought was in the contract to be reformed to add that)
- equitable remedy
- Contractor had been doing what they asked, then stopped, had also done it for neighbor
- A contract only has force of law by parties assent
- Thus, modifications by mutual agreement can change contract.
