K - Parol evidence rule and Extrinsic evidence

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inchoate_con
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K - Parol evidence rule and Extrinsic evidence

Postby inchoate_con » Tue Mar 01, 2011 12:48 pm

Can anyone briefly explain the distinction between the Parol evidence rule and Extrinsic evidence? I understand the PR rule but, but I'm unclear how the two differ. If total integration precludes prior or contemporanous info, how does EE fit? Or does EE come into play only when thr K partially integrated or term ambiguity? I'm guessing the distinction is dependant on when outside testamony is available.

Also, what's the EEs relation to Williston's plain meaning and Corbin's liberal application? Same as the PE rule?

Prof said the distinction is important, but he is jackass and did not provide an explanation. Supplements seem to treat them as synonymous. Anyhow, Thx in advance.

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LAWYER2
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Re: K - Parol evidence rule and Extrinsic evidence

Postby LAWYER2 » Wed Mar 02, 2011 2:26 am

"The restrictive approach is generally associated, from a scholarly perspective, with Williston and the First Restatement. Under this approach, a court determines a document's completeness by looking only at the document itself. Therefore, extrinsic evidence is not admissible to aid the judge in this determination.
"In making findings of total integration from the document itself, courts have looked to the written agreement for its thoroughness and detail, the absence or presence of signature, the reference to outside documents or material, and the absence or presence of a merger clause.
"If, after this process, the court finds that the written agreement is reflective of the total obligations of the parties, the court will not allow extrinsic evidence to add to or vary the scope of the written document. The courts in Illinois have followed a restrictive approach by deciding the issue of integration based solely on the four corners of the agreement.
"Contrastingly, a liberal approach to the parol evidence rule is generally associated with Corbin and the Second Restatement. Under a liberal approach to the parol evidence rule, a court may consider extrinsic evidence, including evidence of prior negotiations in making the initial determination of a document's completeness, and if the court finds the document to represent the entire undertaking of the parties, then the court will preclude the admission of extrinsic evidence for the purpose of adding to or varying the scope of the totally integrated document.


found this from a blog online, [author unknown]

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LAWYER2
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Re: K - Parol evidence rule and Extrinsic evidence

Postby LAWYER2 » Wed Mar 02, 2011 12:16 pm


adude
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Re: K - Parol evidence rule and Extrinsic evidence

Postby adude » Wed Mar 02, 2011 2:36 pm

just went over this in class. when I have time I'll see if there's anything I can add.

jkay
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Re: K - Parol evidence rule and Extrinsic evidence

Postby jkay » Wed Mar 02, 2011 2:51 pm

Warning: OneNote vomit ahead..................

PER and evidence of a merger clause: is there a complete integration thereby excluding all extrinsic evidence?

Not necessarily, especially in an unequal bargaining situation, or K of adhesion. Is it buried in the end...etc.

The threshold issue in determining whether extrinsic evidence will be included is whether the writing is integrated. Did the parties intend that everything they agreed to would be in the writing?

Complete integration: final and exclusive/complete as to the terms that are there, everything that needs to be agreed to is in the writing. Nothing else will be admitted.


Partial integration: final with respect to written terms, but the writing may not be complete as to other terms.

Additional/supplementary term: might get in under partial integration, probably not under complete integration.

Contradictory term: good fucking luck. Probably not getting in whether it's complete or partially integrated.

Collateral agreement: theory of last resort. Do not use it as a way to get extrinsic evidence admitted except in extreme situations.

An oral agreement to modify a written contract is only enforceable if all of the following are true:
 
1.     The oral agreement must be collateral in form.
2.     The oral agreement must not contradict any express or implied provisions of the written contract.
3.     The oral agreement must not be of the type the parties would ordinarily expect to put into writing.  In other words, the written agreement on its face mustn’t appear to contain the complete agreement of the parties.


Williston's rules
(1) If the writing contains a "merger clause", a provision declaring that the writing contains the entire agreement of the parties this declaration conclusively establishes that the integration is total unless (a) the document is obviously incomplete or (b) the merger clause was included as a result of fraud or mistake or any other reason sufficient to set aside a contract, but even a merger clause does not prevent enforcement of a separate agreement supported by a separate consideration.
(2) In the absence of a merger clause, the determination is made by looking to the writing. Consistent additional terms may be introduced if the writing is obviously incomplete on its face or if the writing is apparently complete but, as in the case of deeds, bonds, bills and notes, expresses the undertaking of only one party.
(3) Where the writing appears to be a complete instrument expressing the rights and obligations of both parties, it is deemed a total integration unless the alleged additional terms were such that parties in the position of those to the written agreement would naturally enter into a separate agreement with regard to the additional terms. In such a case the writing is only a partial integration.

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inchoate_con
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Re: K - Parol evidence rule and Extrinsic evidence

Postby inchoate_con » Tue Mar 15, 2011 2:08 pm

jkay wrote:Warning: OneNote vomit ahead..................

Contradictory term: good fucking luck. Probably not getting in whether it's complete or partially integrated.



Funny, your notes read much like mine except mine have sentences like, "that fat bitch, XXXX, asks another nonsensical question...."

Anyhow, thanks to all for the replies!




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