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[thewheel12]

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[thewheel12]

bump

[stargazin]

Contracts is my worst subject sadly, but I'll take a stab. I think if you don't want the napkin agreement to be enforced, then yes you would want to bring in extrinsic evidence to show that it's not integrated (and therefore you can contradict or supplement it).

[Nova]

Say I sit down at a coffee shop and talk some things over with a potential customer. We write some stuff on a napkin that appears to be an agreement.

Then, we go home and exchange emails ending with me sending over a work order that sneaks in a borderline unconcscionable term.

Do I apply the PE rule to determine if that napkin meant anything? It controls the flow of evidence related to prior written and oral agreements and contemporaneous oral agreements, correct?

Did you just make that up?

There is really not enough information here to tell.

There is not enough information to tell if the emails are a final or complete agreement. Assuming it is not complete, there is not enough information to tell if the napkin terms are an attempt to change or add terms.

PER only applies when trying to admit evidence to add or change a term to a final or complete agreement.

PER says you cant show evidence to add or change term of a complete agreement, and you cant show evidence to change a term of a final agreement. You can ONLY show evidence to add a term to a final agreement.

HTH

[thewheel12]

I didn't make it up, but I did leave out all the facts that would help a reader determine whether or not the writing was intended to be final or complete. Your response helped me think through it though, so thanks a lot for the reply. Let's hope I can apply it on the exam

[ArmyOfficer]

Email could also be regarded as a confirmation under UCC.

[Kage3212]

It is also key here to watch how you are wording things:

Remember, if the Parol Evidence Rule applies....then nothing is getting in...it has been determined that the document is fully integrated and no consistent or additional terms are coming in (remember to that this is an evidence rule that is brought up during hearings)

If the Parol Evidence Rule does not apply....its probably because the judge determined the the final embodiment of the document was partially integrated and therefore consistent terms can be added to the agreement (no contradictory terms).

To spin your head a little bit....our professor left us with this masterpiece during our review lecture..."Every addition is a contradiction and every contradiction is an addition"

Another issue from your hypo might be whether the email is a "writing" which triggers the PER discussion. We only did CL stuff in our class, so I am not sure exactly how the UCC determines writings in relation to PER.