Parol Evidence Rule
NO
Intended
as final?
Terms are
admissible.
YES
Contradicting
Terms?
YES
Terms are
not
admissible.
YES
No evidence is
admissible if
contradictory.
1.But K can be
explained or
supplemented by:
a.trade usage
b.course of dealings
c. course or
performance
UCC
Is it a
COMPLETE
(fully
integrated)
agreement?
NO
merger
clause
NO
Two Tests
Four Corners
(does it look
complete?)
Evidence of
consistent,
non-contradictory
additional terms
allowable
YES
NO
OR
Is it credible
parties
intended it to
be complete?
(Traynor)
No evidence
allowed in.
YES
a.Terms are in
collateral
agreement
(terms closely
related to terms in
another written K)
b.Terms do not
contradict written K
c.Terms are
consistent,
additional terms
within scope
d.Terms must not
normally be
included in written
K
(naturally omitted
terms)
UCC 2-202
Rule Does Not Apply
(evidence allowed in)
1. Interpretation of a Term
2. Later Modification
3. To Show Mistake
a. Judge may reform K.
4. Formation Defenses
a. Misrepresenation
b. Fraud
c. Duress
d. Illegality
5. Antecedent Conditions
6. To show Separate
Enforceable Agreement
7. To identify parties
8. To show consideration didn't
exist
9. Naturally omitted terms