parol evidence flow chart
Post on 01-Jan-2016
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MERGER CLAUSE
FINAL & COMPLETETOTAL/COMPLETE
FINAL BUTPARTIAL/INCOMPLETE
Or, Says it’s final and complete, but need to interpret ambiguity so it’s not really final and complete
COMMON LAW PAROL EVIDENCE
IS IT IN WRITING?
Parol Evidence
BARRED
NO
YES
IS THE WRITING INTENDED TO BE THE FINAL AND COMPLETE EXPRESSION OF AGREEMENT?
YES
PARTIAL OR TOTAL INTEGRATION?(missing terms)
The extrinsic evidence is admissible at trial. It will be used if it is a Consistent additional term. It must not contradict or vary the writing’s: (1)Expressed Terms (actual terms); (2) Implied-in-LawTerms (best efforts/good faith i.e exclusive dealing/best efforts)(3)Implied-in-Fact Terms (Pretty compelling i.e best effort to chop wood for 3 hours).
Go Die for thinking about Parol Evidence
May be used to show Condition precedent to K, Fraud, Duress, Mistake, and Collateral Agreement.
UCC 2-202
Confirmatory Memoranda agree or the writing intended as a final expression of
Prior agreement or contemporaneous oral agreement?
Total Integration: unless negated COP> COD> UOT always admissible to show the meaning to specific
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