Contracts

Parol Evidence Rule

Definition

The parol evidence rule bars the introduction of extrinsic evidence — oral or written statements made before or at the time of contracting — to contradict, modify, or vary the terms of a fully integrated written agreement. However, parol evidence may be admitted to explain ambiguous terms, prove fraud or duress, establish a condition precedent, or show that the writing was not intended as a complete integration. The UCC takes a more liberal approach in trade usage and course of dealing contexts.

Example

A buyer and seller sign a written contract for 100 tons of steel. The buyer may not introduce testimony that they orally agreed to 200 tons if the contract is fully integrated.

Study Contracts with Briefly

Master contracts concepts with AI-powered case briefs, cold call drills, flashcards, and more. Start your 7-day free trial.