Parol Evidence Forum

[Reds622]

Can anyone explain to me how this would come up in a fact pattern, and how to go about answering a question on it? Also, if anyone could explain the relationship between Parol Evidence and Warranties.. Kind of lost on this stuff.

[Tanicius]

Can anyone explain to me how this would come up in a fact pattern, and how to go about answering a question on it? Also, if anyone could explain the relationship between Parol Evidence and Warranties.. Kind of lost on this stuff.

It's actually really simple for parol evidence to come up in a fact pattern. Any time when the contract in the hypo doesn't specify something (anything) at issue for a question and yet there are facts that give insight into a party's intent that are elsewhere in the fact pattern, then that is a parol evidence issue.

For example, say that Dave and Alex meet each other in a bar, and they come up with a business plan. Dave says, "This is really cool. What do you say we make a business deal and split the earnings 50-50?"

Then the hypo provides this written contract signed by Dave and Alex. Say that there are some U.C.C. concerns, maybe some issues of improper consideration or weird conditions to consider - issues that have nothing to do with parol evidence that are written into the contract. That's all well and good, and you should try to address those issues. But let's also say that upon a careful reading of the contract itself, you realize it doesn't specify anything about how the profits are split up. Dave handles all the money as it comes in, and he starts keeping 90+% of the profits. Alex gets mad and confronts Dave over this, but Dave tells him that there's nothing Alex can do because the contract doesn't mandate how much money Dave has to give Alex.

The question at the end of the hypo just says "Discuss." Well, there's an obvious parol evidence issue to tackle.

[theavrock]

The way my K's professor explained Parol Evidence on the exam is this: Is one party trying to say that the contract doesn't reflect the K and bring in outside evidence? If yes then there is a PE problem.

To deal with it you need to look at whether or not there was a merger clause. If there is you can't bring in parol evidence.

Parol evidence is simply evidence/information that one party attempts to bring into a K that is not reflected by the K.