Evidence offered to interpret or explain the

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Evidence offered to interpret or explain the agreement’s meaningoGeneral idea: however integrated an agreement, it may always be explainedby extrinsic evidence forpurposes of integrationModern Ct’s likely to admit parol evidence to show the language used in the agreement has a special meaning, even if it doesn’t appear to be unclear on its faceoComplication: determining what’s contradictory vs. what’s for interpretation, but we tilt in favor of saying it’s just an interpretation under Corbin (but it’s the opposite under common law and Williston)oEx (Thompson): extrinsic evidence wouldn’thave been allowed to prove the agreed-on price was $8, not $10, b/c that’s contradictory, but would’vebeen allowed to show parties’ agreement on what periods of time were intended to be included in the phrase “winters of 1882 and 1883”Agreements (oral or written) made afterthe execution of the writingoImplicit in how the rule is articulated: something happens b/w the parties, brings arguments relating to course of performance or K modificationoEx (Thompson): if P and D (after initial K in June 1883) orally agreed that payment would be part cash/part promissory notes, PER wouldn’t bar testimony about this oral agreementEvidence offered to show the agreement’s effectiveness was subject to an oral condition precedentoEx (Thompson): suppose D told P when the K was signed that the agreement was contingent on the bank’s approving P’s loan if the bank denied the loan, PER wouldn’t bar evidence of D’s oral statement, even though the writing was absolute on its face b/c the evidence would est. an oral condition to the agreement’s effectivenessEvidence offered to show the agreement is invalid for any reason (fraud, duress, undue influence, incapacity, mistake, or illegality)oRationale: b/c it’s not a K at all, it isn’t entitled to benefit of the PERoFraudSome Ct’s limit the fraud exception to cases of “fraud in the execution” (e.g. slipping an extra page into the K)Most extend the fraud exception also to instances of “fraud in the inducement” (misrepresentations of fact that induce the other party to enter into the K)Evidence offered to est. a right to an equitable remedy, e.g. K reformationoGeneral idea: used as a methodology to fix scrivener’s error; allow parol testimony in support of the reformation claimEvidence introduced to est. a collateral agreement b/w the partiesoCollateral agreement: side agreement about a distinct subjectCan be argued to control if closely relatedoWilliston: this evidence will most likely not be allowed; exception only applies to agreement distinctfrom that which the writing relatesoModern: exception can justify admission of evidence even if not distinctoRST §216: agreement won’t be regarded as fully integrated if parties make consistent additional agreement which is either agreed to for separate consideration or is “such a term as in the circumstances might naturally be omitted from the writing”Thompson v. Libby—Williston view, collateral exception

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