Contracts Rules 6

  1. Total vs. Partial integration
    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.
  2. Whether partial or total integration exists depends on:
    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.
  3. Parol evidence rule inapplicable where:
    • 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
Card Set
Contracts Rules 6
Parol Evidence Rule