Legal dispute between Maria and Progressive Designs
In the matter at hand, Maria and Progressive Designs will be given the chance to present
their parol evidence, depending on the rules that apply to this particular instance. In this instance,
there are two issues at hand: first, the admissibility of Maria's evidence regarding "formal wear,"
and second, the admissibility of the evidence referring to the "Chicago Area." We can use both
the common law principles and the Uniform Commercial Code (UCC) to handle this issue.
1. UCC:
Under the UCC, Maria will be able to testify as an expert witness. In order to ascertain if
parol evidence is admissible, we will consult UCC 2-202. UCC 2-202 states that the terms of the
agreement are considered to be the final statement of the parties and are not negotiable. On the
other hand, evidence such as the course of dealing, the utilization of trade, or the course of
performance can support them (Section 1–303). Furthermore, unless the court finds that the
document was meant to be a complete and exclusive presentation of the terms of the agreement,
consistent new terms may be incorporated. (2) Without requiring the court to first prove that the
language used in the record is obscure, the meaning of terms can be clarified by providing
evidence of how the parties have historically performed, how they have regularly conducted their
business, or how the industry generally functions.
Four categories of evidence are admissible under UCC 1-303: usage of trade, course of
performance, and course of dealing. The parties' actions at the time the contract was formed are
relevant to the course of performance. It can be proven by showing how the agreement was made
or by determining whether the other party had a chance to object but declined to do so, and was
informed of how performance would be carried out. Course of dealing, which relates to the past
behaviors of the parties, can be utilized as proof to show that the behavior in question is typical
within the terms of the agreement. The location, occupation, and type of commerce are all
relevant to commerce use. The court will adhere to a particular order when evaluating the
meaning of a contract: it will look at the express terms of the agreement first, then at the road of
performance, then at the course of dealing, and finally at the trade usage.
As per UCC 1-303, Maria and Progressive Designs are permitted to present their
presentations as proof by utilizing the concept of course of performance. Parties have the chance
to interject and the capacity to present evidence during performance that shows the other party is
aware of their objective about the language employed. Maria intends to provide evidence in court
of an exchange she had with Progressive Design on a contract pertaining to both formal and
semi-formal attire. Progressive Designs would want to clarify that in their conversation with
Maria, they made it apparent that their goal is to preserve the boundaries between the Chicago
Suburbs and the larger region referred to as "Chicago land". It is evident that both parties want a
chance to show the court that they both understood the objectives stated in the contract.
Maria is able to provide her expert witness testimony based on the idea of trade usage
under UCC 1-303. Under the idea of trade usage, a party may provide proof that the customs and
norms that are common in the particular area or industry may have an impact on how the
contract's wording is interpreted. Maria intends to call expert witnesses who work in the clothing
manufacturing sector, so they may provide clarification on the terms used in the contract. The
court will be able to make sense of whether Maria had the sole right to distribute formal and
semi-formal dresses based on their testimony about how the term "formal wear" is used in their
contracts, which includes both types of clothing. While trade use is usually taken into account as
a last resort when interpreting a contract, Maria was unable to provide any additional proof for
her assertion that semi-formal attire was part of formal dress. Therefore, we conclude that the
testimony of the two dress makers can be included since it clarifies the agreement's meaning.
It is not possible for Progressive Designs to present their marketing materials as proof to
elucidate the term "formal wear" since they do not fall under any of the categories that are
acceptable for this use. Since Maria was not aware of the marketing materials made and was not
given the chance to voice any concerns about the language used in them, the course of
performance does not apply in this situation. Since there is no indication in the marketing
materials that Progressive Design has previously entered into agreements pertaining especially to
formal and semi-formal apparel for separation, the materials cannot be utilized as proof of a
consistent pattern of activity. Additionally, as the marketing materials only offer Progressive
Designs' view of formal wear rather than the industry's general definition of the term, they do not
qualify as trade usage. The marketing materials from Progressive Designs are inadmissible as
evidence because they do not comply with UCC 1-303's evidentiary standards.
2. Common Law:
The common law states that how the contract is interpreted will determine whether or not
Maria's and Progressive Designs' parol evidence is admitted. Parol evidence may be used in a
contract dispute when a written agreement is only partially integrated, as described by RST 213
and the agreement consists of both oral and written components. If the additional conditions do
not conflict with the written terms of the contract, the parol evidence rule serves to prove the
existence of supplemental terms in a contract even in cases where they are not expressly
mentioned in the contract.
The court may use one of two techniques—the provisional admission method or the four
corners approach—to improve the agreement's wording. A written agreement is deemed to
represent the intentions of the parties who signed it, following the four corners rule. The intent
behind its implementation must be deduced from the word choice, as the message is obvious..
The court mostly looks at the contract's terms on its own when using the "four corners"
approach. A contract is interpreted and applied in accordance with legal principles if its language
is unambiguous and cannot be reasonably interpreted, negating the need for further evidence or
witness but parol evidence can be admitted if there is any uncertainty.
Even though the agreement's wording is unambiguous and cannot be interpreted
differently, both parties may offer parol evidence under the interim admission rule. The interim
admission method aims to address the inherent shortcomings of a strict application of the four
corners rule. The provisional admission method makes it possible to review talks that had place
before to the agreement.
Whether or not we can admit parol evidence at trial under these two theories depends on
whether or not the agreement has a merger clause. A merger clause indicates that the parties
meant for their whole agreement to be contained in the written instrument. As long as the clause
clearly states the parties' intentions, a court in these situations need not consider any additional
evidence in determining whether the contract constitutes a thorough integration. A merger
provision integrates the parties' intents, effectively barring the inclusion of parol evidence. When
a merger clause is included, Parol evidence is typically not admissible unless there is evidence of
fruad during the agreement,
Under the Four Corners strategy, Maria and Progressive Designs would not be allowed to
present their parol evidence in court because of the merger agreement. "This written document
constitutes the comprehensive and final agreement between the parties, and all previous
negotiations, offers, or discussions have been incorporated into this contract," reads their
contract's merger clause. The parties have not entered into any other agreements. This clause
prohibits either party from revealing any conversations they had outside of the contract.
Progressive Designs is unable to provide their correspondence as proof of their desire to keep
distribution separate between Chicago and its suburbs.
Maria and Progressive Designs might introduce their parol evidence in court by using the
Provisional Admission method. A person who is familiar with the context of the contract would
recognize that it might mean something different than what is immediately clear, and this is when
an extrinsic ambiguity occurs, according to this rule. "Chicago Area" and "formal wear" are
interpreted differently by Progressive Designs and Maria. Maria's interview with Progressive
Design would be admitted, giving the court an advantage in determining the parties' exact
intentions when they used the term "formal wear" in the contract. It would be beneficial for the
court to take into account the admission of Progressive Designs' statement regarding their plan to
restrict the term "Chicago Area" to the borders of Chicago alone.
In conclusion, if the court applied the common law in this specific case, the results would
ultimately be different. The court would abide by the merger clause and omit any parol evidence
from the trial, under the Four Corners approach. During the trial, the court would allow the
inclusion of parol evidence in accordance with the Provisional Admission method.