Br3v wrote:Can anyone just like, explain the steps of the parol evidence rule to me?
I just don't know where everything goes. Complete/partial intergration. Is there an ambiguity (patent or latent). It's just a blur to me.
haven't covered it but I hear Farnsworth is good at explaining parol ev.
Charts are great for understanding the P.E.R.
If you have time you may consider making one yourself, but a quick google search will give you some good results. This is one I found pretty easily but as a heads up I haven't looked at it too closely...http://www.law2.byu.edu/lawreview/archi ... /2/gor.pdf
I hope this helps [if anything is wrong or omitted on here please feel free to correct]....
Purpose of P.E.R.
A party will try to bar the introduction of "extrinsic evidence" in a K dispute by using the Parol Evidence Rule. KEEP IN MIND: P.E.R. is slightly different for the Restatements and UCC. I am only going to talk about restatements approach, but be sure to look at the wording of UCC §2-202 closely (there is a lot crammed in there) because there are a few, yet significant differences between the two.
So talking about Restatements approach now....
There are a few things that are worth knocking out of the way before even talking about P.E.R./integration/degree of integration.
1) P.E.R. NEVER says anything about SUBSEQUENT (after the fact) agreements. Therefore, all evidence (written and oral) of subsequent agreements is admissible. Keep this in mind, anything that comes after the fact is OK, no matter what the purpose of the writing is (contradict, explain, supplement).
2) P.E.R. NEVER says anything about EXPLANATORY evidence. Therefore, if the purpose of the evidence is merely to "explain" the terms of the K, it is always admissible. (note: on an exam, you will need to argue both ways of course).
So 2 things to keep in mind, subsequent evidence is always admissible, and explanatory evidence is always admissible. Moving on....
Step 1- Court must determine if written memorandum is "integrated" or not.
In order to raise the P.E.R. there must be a written memorandum (131). No written memorandum, no P.E.R. (note: keep in mind composite document rule - §132). Courts will then determine if the writing is integrated ("a final expression of one ore more terms of the agreement" - 209(1)) or not. There are 2 approaches; 1) traditional "four corners" approach that says that courts should only look at the writing itself to determine whether or not it is "integrated" while 2) the Restatements 214(1) approach that says that extrinsic evidence is ALWAYS admissible in determining whether or not the writing is integrated. If determined that the writing is not integrated, PER does not apply (evidence will be admissible). If the writing is integrated, move on to step 2.
Step 2) Court must determine whether writing is "completely" or "partially" integrated.
A completely integrated writing is one that is (210) a "complete and exclusive statement of [ALL] the terms of the agreement''. (note: it doesn't say "all", but this is what it means). Where as a partial integration is merely one that is "final expression of one or more terms of an agreement" (integrated), however, it does not contain ALL the terms of the agreement. Again, the traditional approach to determine whether an integrated writing is "complete" or "partial" is the four corners approach (see above). The restatements 214(b) say that all evidence is admissible in determining the degree of integration.
A quick note concerning a merger clause (a statement that basically says, "this is a complete and final writing containing all the terms...."). Under traditional four corners approach, courts typically deem the writing completely integrated based on this. Under the restatements, a merger clause alone will not be enough to find a writing completely integrated and evidence may still be admissible to determine the degree of integration (but the merger clause is clearly strong evidence that the parties meant for the writing to be a complete and exclusive statement of the terms, especially if signed).
Step 3) What kind of information is barred by the P.E.R.?
3 questions to ask concerning the extrinsic evidence...
1) Timing? (Prior, Contemporaneous, or Subsequent?)
2) Written or Oral? (This is IRRELEVANT for Restatements but makes a difference under UCC)
3) Purpose of evidence? (explanatory, supplementary, or contradictory)
As stated above, subsequent evidence and explanatory evidence = never barred by P.E.R.
Also, restatements does not differentiate between timing whether prior/contemporaneous (again, look at UCC language b/c it does).
Therefore we have.... P/C supplementary and P/C contradictory evidence.
If the writing is integrated (doesn't matter if partial or fully), you can not contradict the terms contained IN THE WRITING under the P.E.R. (think about this for second... by saying a writing is integrated, the court has already determined that the term(s) is/are a final expression of the parties. Therefore prior/cont. evidence that contradicts the terms w/in the writing shouldn't be allowed).
The difference between partial/complete integration is for P/C supplementary evidence. A partially integrated writing may be supplemented by p/c evidence. If you have a complete integration you can not supplement the terms contained in the writing. (again, think about this... if a writing is only partially integrated, courts have determined that not ALL of the terms of the agreement are contained, therefore it makes sense that a party would be allowed to introduce evidence of supplementary terms. Whereas a complete integration was deemed by the court to be a complete and exclusive statement of [ALL] the terms of the agreement. Therefore, it wouldn't make sense for a court to say "this writing is a complete and final expression of ALL the terms of the agreement, but you can also introduce evidence of supplementary terms", so supplementary evidence is barred by the P.E.R. for complete integration but not for partially integrated writings.
Also, keep in mind 214(d) - evidence meant to establish illegality, fraud, cures, mistake, lack of consideration, or other invalidating cause is always admissible.
Good luck and I hope this helps.
God help us all on Civ Pro.