Contracts II Outline

Contracts II Outline - Contracts II Outline PAROL EVIDENCE...

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Contracts II Outline PAROL EVIDENCE AND INTERPRETATION I. PAROL EVIDENCE RULE GENERALLY a. What the rule does: The parol evidence rule limits the extent to which a party may establish that discussions or writings prior to the signed written contract should be taken as part of the agreement. In some circumstances, the rule bars the fact-finder from considering any evidence of certain preliminary agreements that are not contained in the final writing, even though this evidence might show that the preliminary agreement did in fact take place and that the parties intended it to remain part of their deal despite its absence from the writing. II. TOTAL AND PARTIAL INTEGRATIONS a. Definitions: i. "Integration": A document is said to be an "integration" of the parties’ agreement if it is intended as the final expression of the agreement. (The parol evidence rule applies only to documents which are "integrations," i.e., final expressions of agreement.) ii. Partial integration: A "partial" integration is a document that is intended to be final, but that is not intended to include all details of the parties’ agreement. iii. Total integration: A "total" integration is a document that is not only a final expression of agreement, but that is also intended to include all details of the agreement. b. Statement of rule: The "parol evidence rule" is in fact two sub-rules: i. Partial integration: When a writing is a partial integration , no evidence of prior or contemporaneous agreements or negotiations (oral or written) may be admitted if this evidence would contradict a term of the writing. ii. Total integration: When a document is a total integration , no evidence of prior or contemporaneous agreements or negotiations may be admitted which would either contradict or add to the writing. iii. Summary: Putting the two sub-parts together, the parol evidence rule provides that evidence of a prior agreement may never be admitted to contradict an integrated writing , and may furthermore not even supplement an integration which is intended to be complete. iv. Prior writings and oral agreements: The parol evidence rule applies to oral agreements and discussions that occur prior to a signing of an integration. It also applies to writings created prior to an integration (e.g., draft agreements that were not intended to be final expressions of agreement).
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v. Contemporaneous writing: If an ancillary writing is signed at the same time a formal document is signed, the ancillary document is treated as part of the writing , and will not be subject to the parol evidence rule. vi. Subsequent agreements: The parol evidence rule never bars consideration of subsequent oral agreements . That is, a written contract may always be modified after its execution , by an oral agreement. 1.
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This note was uploaded on 05/25/2011 for the course LAW Contracts taught by Professor Rinehart during the Spring '11 term at FSU.

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Contracts II Outline - Contracts II Outline PAROL EVIDENCE...

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