Although its name suggests that this is a rule of procedural evidence, the consensus of courts and commentators is that the rule of parol proof is a substantive law of contracts. For example, an employment contract can be described as integrated if it contains all the contractual provisions that would normally be expected of an employment contract, such as.B. duration of employment, employee salary, vacation, health insurance coverage, and other benefits. The circumstances and conditions must indicate that the letter is intended to be a concluded agreement. There are exceptions to the rule of parol proof because external evidence is allowed to achieve certain objectives that are different from the content of the agreement. First, the Parol rule of proof only applies when a contract is fully concluded or “integrated”. This means a clear execution of the written agreement, which leaves no doubt that the parties intended it to be the final contract. A full integration requires the full and exclusive consent of the parties in a contractual matter. According to this rule, extrinsic evidence (parol), if there is a written contract, generally cannot change the express conditions set out in this document. (parol means oral; it refers to parliament and parly – speaking) is a substantive rule of law that prohibits the introduction of evidence to show that the parties have agreed on anything other than what they ultimately obtained and wrote. It applies to previous written and oral discussions that are not included in the final written agreement.
Although its many obvious exceptions make it difficult to apply the rule, its objectives are simple: to give the parties the freedom to negotiate without fear of being bound by the consequences of the execution of provisional positions, and to give the contract the purpose. Parol proof is admissible in order to prove the existence of grounds that would lead to the nullity of the contract. These reasons include illegality, fraud, coercion, error and lack of consideration. And Parol evidence is allowed to show proof of a lack of contractual capacity. Proof of childhood, incompetence, etc. would not change the terms of the contract at all, but would show that it is voidable or void. A final agreement is partial or total integration, provided that it has a prima facie agreement that indicates its finality. [16] If it contains some, but not all, conditions agreed upon by the parties, it is a partial integration. This means that the letter was a final agreement between the parties (and not just preliminary negotiations) regarding some conditions, but not others. On the other hand, if the letter contained all the conditions on which the parties agreed, then it would be a question of full integration.
One way to ensure that the contract is considered a final and complete integration is to include a merger clause stating that the contract is in fact the entire agreement between the parties. However, many modern cases have shown that merger clauses are only a rebuttable presumption. The first case in which parol proof is admissible is to clarify the terms of a contract when the meaning of a term is missing or ambiguous. If the parties verbally agree that a written contract depends on the occurrence of an event or other condition (a condition precedentA clause in a contract that something must happen before the obligation to perform the contract expires.), the contract is not incorporated and the oral agreement can be introduced. The classic case is that of an inventor who sells a stake in his invention in a written contract. Verbally, the inventor and buyer agree that the contract will only take effect if the buyer`s engineer approves the invention. (The contract was signed before approval so the parties didn`t have to meet again.) The engineer did not approve it and, in a lawsuit for enforcement, the court accepted the evidence of the oral agreement because it showed “that there was in fact no agreement.” Pym vs. Campbell, 119 Eng. 903 (Q.B. 1856). Note that the oral condition does not conflict with any provision of the written contract; he denies it.
The parol proof rule does not allow proof of an oral agreement incompatible with a written clause, because with regard to this clause, the contract is integrated. For example, in a dispute over the sale of a home, if the buyer and seller have signed a written contract to sell a home and have written that the sale price is $500,000, the buyer is prevented from providing proof of a discussion he had with the seller, where she agreed to sell it to him for $400,000 or he agreed to launch a car as part of the price. of purchase. Parol`s rule of proof has sparked much debate among jurists. Two well-known scholars, Justice Corbin and Justice Williston, have expressed different views on the subject: despite its similarity to the word “probation,” the parol rule of evidence has nothing to do with criminal law. The parol proof rule is a doctrine of contract law that prevents parties to a written contract from providing “extrinsic” evidence of the terms of a contract that contradicts, modifies or modifies the terms of a written agreement if that written agreement is deemed complete and concluded. [1] In a minority of US states (Florida, Colorado and Wisconsin), the parol proof rule is extremely strong and extrinsic evidence should still not be used to interpret a treaty. This is called the four-corner rule and it`s traditional/ancient. In a jurisdiction of the four-corner rule, there are two basic rules.
First, the court will never allow proof of pardon if the parties intended a full and fully integrated agreement, and second, the court will only turn to confession evidence if the available terms are completely ambiguous. The policy is to prevent lies, to protect against dubious truthfulness, to allow parties to rely heavily on written contracts, and to ensure the efficiency of the judicial system. To enforce a contract, its terms must be understood in such a way that parol proof is permitted, but a claim of ambiguity cannot be used to modify, modify or modify the meaning of the contract. The UCC allows proof of the course, performance or use of the trade to give meaning to the contract. Finally, proof of parole can be used to prove that a party was fraudulently induced to enter into an agreement. For the rule to be effective, the contract in question must first be a final integrated policy; According to the court`s judgment, this must be the final agreement between the parties (as opposed to a simple project, for example). The reason for this is that, since the parties have reduced their agreement to a single and definitive written version, extrinsic evidence of prior agreements or conditions should not be taken into account in the interpretation of this letter, since the parties had decided to exclude them as a last resort from the contract. In other words, one cannot use the evidence made before the written contract to contradict the Scriptures. The second case in which parol proof is admissible is proof of proof for guarantee contracts.
In general, the rule of proof parol prevents the introduction of evidence for previous or competing negotiations and agreements that contradict, modify or vary the terms of a written contract if the written contract is to be a complete and definitive expression of the agreement of the parties. A merger clause reinforces the presumption that the written document is complete and final by expressly stating that the written document is the final and complete expression of the parties` agreement. Even if the parties later agree that they had a conversation that created, for example, an “ancillary agreement” that was not included in the original written contract, and that the ancillary agreement contradicts the written contract (e.B. by changing the delivery date or purchase price), the additional or different terms contained in the ancillary agreement cannot be enforced by the court, if a merger clause is included in the written contract. Simply put, (1) If the parties intend to fully incorporate the terms of the contract, no parolite evidence is admissible under the agreement. (2) If the parties intended to conclude a partially integrated agreement, no parolite evidence to the contrary to anything integrated shall be admissible. And (3) if the Parol evidence is collateral, that is, it is another agreement, which does not contradict the built-in terms and which are not conditions that a reasonable person would always naturally incorporate, then the rule does not apply and the evidence is admissible. The rule applies to parol evidence as well as other extrinsic evidence (e.g. B, written correspondence that does not constitute a separate contract) in relation to a contract. If a contract is written and final for at least one (integrated) period, proof of parol or extrinsic is generally excluded. [8]:p 347 However, there are a number of exceptions to this general rule, including for partially integrated contracts, agreements with separate consideration, in order to remove ambiguities or introduce contractual arrangements. The court ruled that external evidence from these meetings and promises could be presented.
It concluded that the fraud exception to the Parol rule of proof was intended to prevent injustice and because these meetings and promises had led the plaintiffs to sign the written and concluded contract. The rule applies to all written contracts, whether or not the Fraud Act requires them in writing. The Statute against Fraud deals with the question of whether there has been a treaty; The Parol rule of proof states that if there were a written contract, it would express the agreement of the parties? However, the rule only applies to events that occurred before the signing of the disputed contract. .