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Parol Evidence Rule

When parties have adopted a writing as their agreement, and intend that the writing represent their full agreement (integrated), no evidence can be admitted to vary, contradict, add to, or subtract from the obligations as they are stated in the writing.

 

Parol evidence is admissible to show that there is a condition precedent to a contract's coming into existence.

 

Parol evidence is admissible to explain an ambiguity.

 

Parol evidence is admissible to show that the parties used words in a nontraditional manner or spoke in code.

 

Parol evidence is admissible to prove a mistake in reducing the terms of an oral agreement to writing.

 

In a UCC contract, a provision which requires subsequent modifications be in writing is valid.  In a non-UCC contract, a provision requiring that subsequent modifications be in writing is invalid.

 

Except in a UCC contract requiring subsequent amendments to be in writing, evidence of an oral modification subsequent to the making of a written contract is admissible.

 

 

Interpretation of Contracts

Achieving the intent of the parties is the overriding principle of contract interpretation.

 

The past course of dealing of the parties is important evidence in interpreting a contract.

 

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