Parol Evidence Rule Contracts – Prof. Merges March 14, 2011.
-
date post
22-Dec-2015 -
Category
Documents
-
view
219 -
download
2
Transcript of Parol Evidence Rule Contracts – Prof. Merges March 14, 2011.
Where are we going?
• Formation; Remedies
• “The law of the contract” – interpretation; substantive K rights
Draft agreement with “Gianni’s term” in it
• “use the premises for the sale of fruit, candy, soda water, etc.”
Draft agreement with “Gianni’s term” in it
• “use the premises for the sale of fruit, candy, soda water, etc., Gianni to be the only tenant allowed to sell this type of merchandise”
• Exclusivity clause
Is this a case of interpreting the K?
• No; Gianni wants to introduce evidence that the parties agreed to something else beyond the written K
Terminology/analysis
• “independent oral agreement”
• “When does the oral agreement come within the field” of the written K?
What is the holding?
• Why does the court say that the written agreement was “the entire contract”, or the “complete contract”
p. 370, top: “As the written lease is the complete . . .”
Independent K argument
• Question: is the TERM sought to be admitted within the same Field, Scope, or Subject as the written K?
• If SO, it is unlikely to be the subject of a separate K . . .
§ 209. Integrated Agreements
• (1) An integrated agreement is a writing or writings constituting a final expression of one or more terms of an agreement.
• (2) Whether there is an integrated agreement is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule.
(3) Where the parties reduce an agreement to a writing which in view of its completeness and specificity reasonably appears to be a complete agreement, it is taken to be an integrated agreement unless it is established by other evidence that the writing did not constitute a final expression.
§ 210. Completely And Partially Integrated Agreements
(1) A completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement.
(2) A partially integrated agreement is an integrated agreement other than a completely integrated agreement.
(3) Whether an agreement is completely or partially integrated is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule.
§ 213. Effect Of Integrated Agreement On Prior Agreements
(Parol Evidence Rule)
• (1) A binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them.
• (2) A binding completely integrated agreement discharges prior agreements to the extent that they are within its scope.
Gianni
• Completely integrated agreement; could not introduce evidence of consistent additional term
Why would a party such as Russell favor this rule?
• Written K’s on file . . .
• Less opportunity for sympathetic jury to help out the little guy
Masterson
• What term did the Sines wish to introduce into the contract?
Option “limited to family members,” or “personal to the Mastersons”
Additional points
• “Default rule” – read into K? (free alienability of options)
• No reformation here either
Drafting solution
• How could the grant deed/K have been drafted to prevent the introduction of evidence re: the “keep it in the family” clause?
Drafting solution
• How could the grant deed/K have been drafted to prevent the introduction of evidence re: the “keep it in the family” clause?
• Complete integration clause – probably
Reformation
• “there was a mistake between the parties, [it] was real and not feigned, actual and not hypothetical”
• How does the court know that here?