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of property to be sold or leased or servicesto be rendered, and(4)the considerationgiven or promised to the partyagainst whom enforcement is sought.Whether priceis an “essential” term depends on thetype of contract in question.Ch. 12: Contracts: Defenses to Contract Enforceability - No. 11Business Law Today: Standard Edition (9th ed.)
THE PAROL EVIDENCE RULEParol Evidence Rule: A substantive rule of contract lawunder which a court will not admit evidence of the parties’prior negotiations, prior oral or written agreements, orcontemporaneous oral agreements if that evidencecontradicts or variesthe terms of a fully integrated,unambiguous written contract.Integration:The extent to which a written contractrepresents the final and exclusive agreement of theparties.A particular term included in a written contract isintegratedif the writing represents the parties’final agreement on thatterm.A written contract is fully integratedif itconstitutes the parties’ final agreement on allterms relating to the transaction.Ambiguity:A written contract is unambiguousif itsterms are not susceptible to more than one reasonable,legal interpretation.Ch. 12: Contracts: Defenses to Contract Enforceability - No. 12Business Law Today: Standard Edition (9th ed.)
PAROL EVIDENCE RULE: EXCEPTIONSCourts have recognized numerous exceptions to the ruleexcluding extrinsic evidenceproffered to contradict or varythe terms of a fully integrated, unambiguous writtencontract, including:evidence that the parties orally modifiedtheir writtenagreement;evidence of mistake, fraud, or misrepresentationinthe formation of the written contract, or of othergrounds on which the party proffering the evidencemight avoid the contract;evidence that may resolve an ambiguityor supply amissing term or conditionin the written contract;evidence of prior dealingbetween the parties, usageof tradein the relevant locale or trade, and course ofperformanceunder the contract by the parties;evidence of an oral condition precedentto the writtencontract; andevidence of an obvious or gross clerical error.Ch. 12: Contracts: Defenses to Contract Enforceability - No. 13Business Law Today: Standard Edition (9th ed.)