Contracts Rules 6

Total: Completely expresses all terms of parties' agreement. Parties cannot introduce extrinsic evidence of prior or contemporaneous negotiations.

• Partial: May introduce supplementary extrinsic evidence that is consistent with the writing.

Parties' intent.


To determine intent look at:

• Four corners of document
• whether extrinsic term would have been naturally omitted

If a UCC contract, presumed to be only a partial integration.

• Raising an excuse
• Establishing a defense
• Establishing existence of a separate deal
• Proving a condition precedent existed
• Clarifying ambiguity
• Showing subsequent agreements
• To show trade usage