Parol Evidence and Interpretation Help Forum

[moandersen]

I get both individually, but Im struggling to see how they work together. My prof has successfully confused most of the class on this, so if someone wants to give a nice, crisp answer, I would be incredibly grateful.

For reference, with respect to interpretation, we learned the plain meaning rule, and the corbin view (I think), that evidence should be used to determine the interpretation.

[Lonagan]

Parol evidence can be admitted to interpret an existing term of the contract. Parol evidence cannot be admitted to change the terms of a contract.

If we have a written contract for me to paint your "house" and there is some disagreement about whether that includes the attached garage, parol evidence could be admitted to give meaning to what "house" means. Under the same contract, parol evidence could not be admitted to support an assertion that I also agreed to wash your windows.

[PirateCap'n]

I get both individually, but Im struggling to see how they work together. My prof has successfully confused most of the class on this, so if someone wants to give a nice, crisp answer, I would be incredibly grateful.

For reference, with respect to interpretation, we learned the plain meaning rule, and the corbin view (I think), that evidence should be used to determine the interpretation.

Glad to see I'm not the only one that is confused by that (I'm pretty sure we have the same prof but different sections). I'm trying to outline those two very things right now to finish up the outline and just can't seem to figure out how they relate in the overall scheme of things. It seems to me that Parol Evidence is a "subsection" of Interpretation that determines how much information can be submitted to the judge/jury for them to interpret the ambiguous language.

[moandersen]

Parol evidence can be admitted to interpret an existing term of the contract. Parol evidence cannot be admitted to change the terms of a contract.

If we have a written contract for me to paint your "house" and there is some disagreement about whether that includes the attached garage, parol evidence could be admitted to give meaning to what "house" means. Under the same contract, parol evidence could not be admitted to support an assertion that I also agreed to wash your windows.

thanks for the reply. I understand those basic parts. Can you explain more about integration and how evidence can be used to show intent, and what role the parol evidence rule takes?

I know the parol evidence rule does not apply to interpretation, but for some reason I also says that it does because of Taylor v. State Farm Mutual Automobile, where there is a two step analysis of evidence of integration. Hmm, i may have just figure it out. I might have been confused how the PER plays into integration with interpretation.

So...please correct me if Im wrong:

When it comes to interpretation of an ambiguous term, you can allow parol evidence.

When it comes to deciding whether a written contract is integrated, you look at evidence of intent, which can be admitted as long as it does not contradict the writing. If the evidence contradicts the writing (or unnatural outside of the contract), then the PER applies, and the writing is fully integrated. But, if the evidence is a different subject matter (collateral agreement), then that evidence can be admitted and the PER does not apply and the writing is not fully integrated.

My head hurts. Im glad im moving on to crim law tomorrow.

[moandersen]

Glad to see I'm not the only one that is confused by that (I'm pretty sure we have the same prof but different sections). I'm trying to outline those two very things right now to finish up the outline and just can't seem to figure out how they relate in the overall scheme of things. It seems to me that Parol Evidence is a "subsection" of Interpretation that determines how much information can be submitted to the judge/jury for them to interpret the ambiguous language.

If you arent in my section then we dont have the same prof because she only teaches one contracts class. Good (?) to know other sections are struggling with it as well. Maybe it means its not the profs fault. Or all the profs are sub-par. Hah.

[PirateCap'n]

Glad to see I'm not the only one that is confused by that (I'm pretty sure we have the same prof but different sections). I'm trying to outline those two very things right now to finish up the outline and just can't seem to figure out how they relate in the overall scheme of things. It seems to me that Parol Evidence is a "subsection" of Interpretation that determines how much information can be submitted to the judge/jury for them to interpret the ambiguous language.

If you arent in my section then we dont have the same prof because she only teaches one contracts class. Good (?) to know other sections are struggling with it as well. Maybe it means its not the profs fault. Or all the profs are sub-par. Hah.

Guess we don't have the same one then. I guess they all just teach it the same way, and it's just a hard aspect of the course. It's probably a combination of that and, as you said, the professors not conveying the information well. Either way, I'm just hoping that it doesn't make it onto the final, but I'm fairly certain that it will (at least with the prof. for my section anyway).

[dailygrind]

i kind of think parol evidence is confusing across the board. our Ks prof commented on how a whole lot of students have problems with it - and then went on to spend 2 classes on it and move on to other stuff. we spent more time on consideration, and i guarantee you knowing what consideration is has less expected value on the exam. ah well.

also, whoa, collateral subject matter can be admitted? where do you get that from? we've got a case with some chick who contracted to buy a house, and the seller agreed that an icehouse would be torn down. she didn't get the icehouse part in writing, so it was held to be a collateral agreement, and not binding upon the house purchase.

[PirateCap'n]

i kind of think parol evidence is confusing across the board. our Ks prof commented on how a whole lot of students have problems with it - and then went on to spend 2 classes on it and move on to other stuff. we spent more time on consideration, and i guarantee you knowing what consideration is has less expected value on the exam. ah well.

also, whoa, collateral subject matter can be admitted? where do you get that from? we've got a case with some chick who contracted to buy a house, and the seller agreed that an icehouse would be torn down. she didn't get the icehouse part in writing, so it was held to be a collateral agreement, and not binding upon the house purchase.

I think the "collateral subject matter" comes from Restatement 2nd §216(2)(a), where, as long as there is separate consideration for the collateral subject matter (i.e. it is essentially an entirely separate agreement), the agreement is only partially integrated. In your example, if the icehouse wasn't agreed to for separate consideration, that would probably be why it wasn't admitted.

[joobacca]

this drove me insane. i spent a ton of time trying to figure it out. and then i talked to the professor and he explained it. it made sense. then i was confused again. then i gave up and just did whatever crunchtime told me to do, which was not how my professor explained it. maybe this will help.

the 4 corners judge looks at a contract. if all the formalities are present, then that's good enough for him. he believes that the written document is kinda sacred. so if the document checks out, then there's complete integration.

the restatement judge will look at parole evidence for latent (or is it patent... you know, the non-obvious one) ambiguities. only HE will look at it, and only "objective" evidence (and he decides whether something is objective or subjective, so in a way he looks at everything offered...). if he thinks the evidence is relevant/probative/whatever, THEN he'll let the jury see it (but he'll only let the jury see the evidence he deems "objective").

the traynor judge will look at everything (subjective and objective evidence offered) for latent (again, it might be patent... i forgot) ambiguities. whatever he thinks checks out, he'll let the jury see, whether it's objective or subjective. basically, if there's a challenge, this judge doesn't believe in "apt and certain words." this judge believes that a challenge to a term shows that there is ambiguity. you probably know this. pge is a really famous case.

the ucc approach is basically the last one. i remember it saying something like the party AGAINST the parole evidence has to show with certainty that there's no ambiguity or something like that... basically whatever the party against the evidence has to show, the burden is nearly impossible. and, of course, uot, cod, cop are always allowed.

all judges will not allow the jury to see it immediately. all of them do not trust juries because i guess juries are dumb or something.

this could be so wrong...

[GeePee]

Joobacca isn't totally correct, but he is on the mark to the extent that there's not total agreement how we should allow parol evidence.

First and foremost, the court is going to adhere to a textual reading of the document whenever possible in order to interpret the meanings of the parties. Courts will err on the side of interpreting a contract as a complete and final expression of the agreement when circumstances allow -- this makes sense, since it's a good idea to compel parties to be clear and explicit in their Ks.

However, the court will then fall back on objective evidence to clarify the contract. Prior agreements and course of dealings are good examples, but only to the extent that they do not contradict the current K. If, at any point, evidence conflicts with the plain written terms of the contracts, it is not admissible.

To me, the key to understanding parol evidence is recognizing that courts are going to err on the side of respecting the written agreement of the parties, clarifying a term with parol evidence only when completely necessary to resolve a term and that does not conflict with that term. The question of interpreting a term using parol evidence is always a matter of law, not fact, and as such judges are likely to use their power with a degree of restraint.

[TigerBeer]

The question of interpreting a term using parol evidence is always a matter of law, not fact, and as such judges are likely to use their power with a degree of restraint.

Trying to make sure I understand this right...

The question of admitting parol evidence is a matter of law, right? The jury then looks (or doesn't) at the parol evidence to determine which party's story is more believable. The judge never does the interpreting part himself, he just decides whether the jury gets to see the parol evidence. He might have to do a bit of interpretation to determine if the parol evidence contradicts or supplements, but the final construction of the contract is still up to the jury.

Or am I completely wrong?

[joobacca]

Joobacca isn't totally correct, but he is on the mark to the extent that there's not total agreement how we should allow parol evidence.

First and foremost, the court is going to adhere to a textual reading of the document whenever possible in order to interpret the meanings of the parties. Courts will err on the side of interpreting a contract as a complete and final expression of the agreement when circumstances allow -- this makes sense, since it's a good idea to compel parties to be clear and explicit in their Ks.

However, the court will then fall back on objective evidence to clarify the contract. Prior agreements and course of dealings are good examples, but only to the extent that they do not contradict the current K. If, at any point, evidence conflicts with the plain written terms of the contracts, it is not admissible.

To me, the key to understanding parol evidence is recognizing that courts are going to err on the side of respecting the written agreement of the parties, clarifying a term with parol evidence only when completely necessary to resolve a term and that does not conflict with that term. The question of interpreting a term using parol evidence is always a matter of law, not fact, and as such judges are likely to use their power with a degree of restraint.

glad i was corrected. i am remembering that question of law part now. so what about words like "reasonable" in a K. i feel like there sin't an obvious plain meaning. then is there just no contract? or does the judge decide the meaning of reasonable?

[joobacca]

The question of interpreting a term using parol evidence is always a matter of law, not fact, and as such judges are likely to use their power with a degree of restraint.

Trying to make sure I understand this right...

The question of admitting parol evidence is a matter of law, right? The jury then looks (or doesn't) at the parol evidence to determine which party's story is more believable. The judge never does the interpreting part himself, he just decides whether the jury gets to see the parol evidence. He might have to do a bit of interpretation to determine if the parol evidence contradicts or supplements, but the final construction of the contract is still up to the jury.

Or am I completely wrong?

i should have read your post before posting. this is my undestanding as well.

[GeePee]

The question of interpreting a term using parol evidence is always a matter of law, not fact, and as such judges are likely to use their power with a degree of restraint.

Trying to make sure I understand this right...

The question of admitting parol evidence is a matter of law, right? The jury then looks (or doesn't) at the parol evidence to determine which party's story is more believable. The judge never does the interpreting part himself, he just decides whether the jury gets to see the parol evidence. He might have to do a bit of interpretation to determine if the parol evidence contradicts or supplements, but the final construction of the contract is still up to the jury.

Or am I completely wrong?

That's correct, although often a hotly contested area of the debate is jury instructions in that case. We didn't really go over that in Contracts, so I'm not sure how the instructions really work.

There is a degree of interpretation to be done by the judge, though, in determining whether or not the evidence supplements or contradicts the writings, and that shouldn't be overlooked. The tendency is for judges not to allow the parol evidence unless it is really the only way of interpreting the agreement.

[dailygrind]

except for traynor. if you have his case (pacific gas) you can be pretty liberal with using parol evidence.

[Nicholasnickynic]

Glad to see I'm not the only one that is confused by that (I'm pretty sure we have the same prof but different sections). I'm trying to outline those two very things right now to finish up the outline and just can't seem to figure out how they relate in the overall scheme of things. It seems to me that Parol Evidence is a "subsection" of Interpretation that determines how much information can be submitted to the judge/jury for them to interpret the ambiguous language.

If you arent in my section then we dont have the same prof because she only teaches one contracts class. Good (?) to know other sections are struggling with it as well. Maybe it means its not the profs fault. Or all the profs are sub-par. Hah.

Guess we don't have the same one then. I guess they all just teach it the same way, and it's just a hard aspect of the course. It's probably a combination of that and, as you said, the professors not conveying the information well. Either way, I'm just hoping that it doesn't make it onto the final, but I'm fairly certain that it will (at least with the prof. for my section anyway).

I've got another prof for Crim. W/ parol evidence.. entire class is struggling. Why don't you try going to see the professor. I've been to my professor. 2x. it helped. A lot. I just went in with what I knew. I was like, "I understand X, and I got it when you said Y, but I'm still confused about Z." I think if you show that you are paying attention in class and really trying to learn, they are happy to help you with stuff you don't get.

I'd have specific questions though- don't just walk in and say, "so, tell me about parol evidence." I feel like that will give them the assumption that you don't pay attention in class and are looking for an easy out- which will probably annoy them.

Good luck

Also, IMO ignore cases. Cases r teh fail. Just learn the rule.

[dailygrind]

Also, IMO ignore cases. Cases r teh fail. Just learn the rule.

i dunno how it works at wake, but i was told that Ks at UVa is a first year class meant to familiarize you with common law methodology, ie using the cases. just gonna throw that out there.

[Nicholasnickynic]

Also, IMO ignore cases. Cases r teh fail. Just learn the rule.

i dunno how it works at wake, but i was told that Ks at UVa is a first year class meant to familiarize you with common law methodology, ie using the cases. just gonna throw that out there.

At wake, all the professors give you all the rules you need to know. None of them hide the ball (at least none of my 4- but I think its school-wide: the teachers are all about pedagogy here). You come into class, and they tell you the rule you are supposed to get from the case. So theres not point in even reading the case.

Edit: Oh, I see what you are saying. Learn how to utilize learning from cases. Why shoudl we do that though? Learning from cases is a waste of time. I don't think thats a useful skill, at least the kind of learning from the cases that professors want you to do (as opposed to learning from cases in LRW, which is, I hope, relevant and helpful).

[dailygrind]

learning from cases in lrw isn't particularly different than learning from them in contracts, except when you learn from them in contracts you have someone holding your hand, telling you what you're supposed to be looking for, and reviewing your work after you're done. at any rate, learning from the cases in the middle of exam season when you haven't been doing so all along would be foolish, but i generally think that it's a decent skill to acquire.

[Nicholasnickynic]

learning from cases in lrw isn't particularly different than learning from them in contracts, except when you learn from them in contracts you have someone holding your hand, telling you what you're supposed to be looking for, and reviewing your work after you're done. at any rate, learning from the cases in the middle of exam season when you haven't been doing so all along would be foolish, but i generally think that it's a decent skill to acquire.

Fair enough. We have 2 papers in LRW, and I got an A- on teh first one (no grade yet for second), so I feel like I'm learning case analysis there. What you are saying makes sense, and I may be shooting myself in the foot, but the way I see it is:

LRW is for learning how to work with cases and statutes and research and generally be a lawyer
All other classes, only goal is to get A so that you can be a practicing attorney (have a job).

I think the further you get out of the top 14, the more valid this becomes. You can be an amazing case analyzer (or w/e), but if the guy next to you spent all his time doing hypos and memorizing rules cold while you were reading/analyzing cases, and therefore gets the top grade- you won't be able to use your skills.

[moandersen]

At wake, all the professors give you all the rules you need to know. None of them hide the ball (at least none of my 4- but I think its school-wide: the teachers are all about pedagogy here). You come into class, and they tell you the rule you are supposed to get from the case.

Haha, you definitely do not have walker. lucky.

feel free to share your wisdom on the parol evidence rule. I did a bunch of multiple choice on the rule and did fairly well. Im more concerned about putting it in writing if the issue comes up in the essay portion of the exam.