888_Contracts - Downloaded From OutlineDepot.com Contracts...

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Downloaded From OutlineDepot.com Contracts II The Effects of Adopting a Writing a. The Parole Evidence Rule i. When to Use : PER does not apply to subsequent agreements – only applies to prior or contemporaneous agreements (written or oral) that seek to establish legal enforceability of a promise . ii. Integration: Complete vs Partial ( see Mitchell v Laith – ice house removal case) 1. Completely Integrated – full and complete embodiment of contractual relationship. Earlier or contemporaneous agreements w/in this scope are unenforceable; unrelated agreements are still enforceable. 2. Partially Integrated – complete with respect to some aspect of contractual relationship. Earlier agreements consistent w/ written agreement (and w/in scope) are enforceable. only collateral promises will be enforceable. iii. Two approaches to Parol Evidence: 1. Williston approach : four corners approach : if K appears to be fully integrated on its face do not include parol evidence ( See Mitchill v Laith) . Objective : emphasize preeminence of written K. 2. Corbin approach : examine parol evidence to see if K fully integrated and, thus, if parol evidence is to be included. Doesn’t matter if K appears integrated on its face. ( See ) Objective : satisfy the actual intent of the parties. But : seems circular. a. this is the approach adopted by §213 and generally used by courts. b. more lenient in allowing parol evidence in interpreting Ks. R2 §209 Integrated Agreements (1) An agreement which is a writing constituting a final expression of one or more terms of a contract. (2) Such an agreement is to be determined by the courts in terms of applying the PAR rule. (3) When an agreement is put in writing w/ the appearance that it is complete and final then it is viewed as such unless evidence proves otherwise. R2 §213 Effect of Integrated Agreement on Prior Agreements (PAR Rule) (1) A binding integrated agreement discharges prior agreements that are inconsistent. (2) Such an agreement also discharges prior agreements that are within its scope. (3) An integrated agreement that is not binding doesn’t discharge a prior agreement, but an integrated agreement may be effective to render inoperative a term which would have been part of the agreement if it hadn’t been integrated. Exceptions to PER: 1
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Downloaded From OutlineDepot.com R2 §214 Evidence of Prior or Contemporaneous Agreements and Negotiations Agreements and negotiations prior to or contemporaneous w/ the adoption of a writing are admissible in evidence to establish (a) that the writing is or is not an integrated agreement (b) that the integrated agreement, if any, is completely or partially integrated; (c) the meaning of the writing if language is found to be ambiguous or if the language could have a differing meaning, whether or not integrated; (d) illegality, fraud, duress, mistake, lack of consideration, or other invalidating cause; (e) ground for granting or denying rescission, reformation, specific
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This note was uploaded on 04/05/2010 for the course LAW LAW 5200 taught by Professor Bridgeman during the Spring '10 term at Florida State College.

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888_Contracts - Downloaded From OutlineDepot.com Contracts...

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