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Contracts II
University of Toledo School of Law
Eisler, Beth A.

1. What is the Term?
I.      Parol Evidence  
Ø         The parol evidence rule triggers when there is a final written expression of the agreement and governs whether parties may introduce extrinsic evidence made prior to or at the same time of the formation of contract.
·      [Final and Complete writing -> Total Integration -> cannot be contradicted nor supplemented] ·      [Final and Incomplete writing -> Partial Integration -> cannot be contradicted, but can be supplemented by consistent additional terms] 
①          I s there Final Written Expression of the agreed terms?
a.       R.2d § 209 (integrated agreement)  
b.      UCC 2-202 (final written expression) 
§         Parties’ intention on the writing as the final embodiment of their agreement
·         No preliminary negotiation form is regarded as final embodiment
·         Usually a memorandum in one party -> not likely, confirmation by the other party and no response -> likely
·         the more complete and the formal it is, the more it is likely to be intended as final
§         Any relevant evidence is admissible to show that the writing was not to be final
§         it would require more formal style, therefore, writing in napkin might satisfy Statute of Fraud, but no integration (not final expression)
§         completeness is not required to be a final expression! (discuss in terms of degree)
②          Is there an EXTRINSIC Prior/Contemporaneous agreement?
§         if yes, triggers PER, subsequent evidence triggers Modification rule
③          Does the agreement CONTRADICT existing terms? 
§         If yes -> inadmissible 
1.       R.2d §215– Contradiction of Integrated Terms: either for complete or partial integration parol evidence is not admissible to contradict a term of the writing      
2.      UCC 2-202– Final Written Expression may not be contradicted by parol or extrinsic Evidence
·         Consistent v. Contradictory
Ø      contradictory to expressly stated terms? -> might not be admissible
Ø      contradictory to implied term in law or fact? -> might be admissible
§         general practice (reasonable time, etc) can be contradicted…
Ø      consistent -> might be ad

§      UCC 2-208(1) – Course of Performance: repeated occasion w/o objection shall be relevant to determine the agreement (interpretation)
ð     why? the assumption that these elements were taken for granted when the document was phrased, therefore,  are admissible to supplement the terms of any writing unless carefully negated,
ð     admissible even if there is a complete integration with merger clause unless there is careful negation
Ø   R.2d §214 – Big exception of PER: admissibility of extrinsic evidence even if there is merger clause or contradictory
①          to aid in the interpretation of existing terms
②          to show that a writing is or is not an integration
③          to establish that an integration is complete or partial
to show that terms were the product of illegality, fraud, duress, mistake, lack of consideration or other invalidating cause: