Merger clause = complete integration
Roy wants PE in, city wants it out
Will the court allow for PE to come in?
Party A will argue completely integrated (classical approach applies)
Party B not ambiguous PE IN (modern approach susceptibility test)
PE = before agreement
Who’s meaning will prevail?
Roy will argue that “all sports activities” means little league baseball
City will argue that “all sports activities” > tennis
To explain exception:
City’s argument > PE objection > PE not admitted because agreement is completely integrated
R: Integration turns on parties intent
Did the parties intend the writing to final expression of one or more of the terms
A: if adopt the classical approach, 4 corners test, court looks to writing itself. Here, there
is a merge clause. Policy argument if parol evidence allowed in, it would undermine stability and
certainty of the writing which is what parol evidence was trying to avoid.
C: parol evidence should not come in.
City’s second argument is that courts should follow the classical evidence if intrinsic evidence is
ambiguous.
R: plain meaning rule – would a reader of ordinary English understanding the meaning of the
provision in dispute
A: all sports activities means just that.
C: not ambiguous, therefore no PE comes in. PE cant be used to determine
who’s meaning prevails.
Roy will argue that courts should adopt the modern approach.
R: as long the provision is reasonably susceptible to meaning attached by the both parties, the
court can look to outside evidence.
A: here all sports activities are reasonably susceptible to roys meaning given the
conversations and the context in which they took place. But also susceptible to city’s meaning and
clearly susceptible to city’s meaning since all sports activities include tennis.
C: Reasonably susceptible. PE comes in.
Whos meaning prevails
R: 201-1-1 if both parties attach the same meaning to the term, that meaning will prevail.
A: roy’s IPAD, the first listed was that the coffee shop was for the baseball crowd. Kids
ball park name of the ball park. The ball café. The letter he sent, café would serve little league and their
friends.
A: city will argue ball park is any sport that involves ball. All others. Letter
includes other visitors.
C: They attached the same meaning.
201-2
The provision will be interpreted with the meaning of the innocent part if the other party knew
or had reason to know if the innocent party party’s meaning and the innocent party did not know the
other party or have reason to know the other party’s meaning.
A: here, the city had reason to know Roy’s meaning. See above. Roy did not have reason
to know city would change meaning.
C: roy’s meaning prevails.