Parol Evidence


I wanted to share something with you about parol evidence.

§213(1) of the restatement 2nd of contracts tells us “a binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them.” [1]

The key phrase here is integrated agreements. §209 of the restatement 2nd of contracts states that “an integrated agreement is a writing or writings constituting a final expression of one or more terms of an agreement.” [2]

These two sections tell us that once we write the final (integrated) agreement, any agreements which may have existed (written or oral) that have not been included in the final expression, which contradict the language of the final expression are parol evidence and as stated above, §213(1) calls for the discharge (or rejection) of those agreements, as evidence of terms contrary to the final expression (K). [1]

However, §214(a) through (e) states that “agreements and negotiations prior to or contemporaneous with the adoption of a writing are admissible in evidence” to establish certain facts such as:

(a) the writing is not an integrated (final) agreement;

(b) the agreement is partially or completely integrated;

(c) to resolve issues of ambiguity;

(d) the existence of fraud, duress, mistake, lack of consideration, or other contract invalidating causes and;

(e) to show grounds for granting or denying rescission, reformation, specific performance, or other remedy.” [3]

Lastly, §215 is explicit in stating that notwithstanding the terms in §214, parol evidence is not admissible in evidence to contradict a term of the writing.

[1] Steven J. Burton, Contract Law 234 (2014).

[2] Id. at 232

[3] Id. at 235

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