1. Contracts Interpretation of Terms
Integration and the Parol Evidence Rule
Plain Meaning test: if relatively clear or obvious, give a term that meaning (perhaps with e.g., a dictionary).
Four Corners test: determine the meaning from other terms within the same document (Williston).
Rules of Construction*: use general, legal truisms developed by courts, e.g. construction against the drafter.
Holistic test: allow all evidence in, but weigh each for evidentiary value on balance (Corbin, Rest. 2d, U.C.C.).
[Give to the Jury]: not a ‘test,’ but an option, esp. re: credibility of witnesses (and evidence) questioned].
The GOAL, not a ‘test,’ is to determine the intent of the parties, using these rules – here, whether a contract is complete, or may be supplemented by other things.
One may use the same tests, but on the specific question “Is the contract final, or may other evidence be used to supplement it?”
Existence of “entire agreement” or “merger” clauses are good aids for a finding of “fully integrated/do not use parol evidence” but they are not necessarily dispositive.
There is partial integration (some parts of an agreement but not all) and also full integration (intent to be entire is to the entire contract).
Exceptions: defenses to enforcement, preconditions, subsequent modifications
It may prove helpful, though they mean the same thing, to refer to possible contract terms in this case as “parol evidence” (to prove integration or lack thereof) and to use “extrinsic evidence” for other interpretation questions (i.e., of ambiguous terms IN the contract).
The Parol Evidence Rule: as to aspects of a contract that are intended to be the full and final expression (can be parts, or entire contract), courts will not admit prior or contemporaneous evidence (phone calls, s, brochures, etc.) to supplement the contract. Otherwise, prior or contemporaneous, non-contradictory evidence may be used to supplement a contract’s terms.
© 2018 Paul J. Carrier, Paul J Carrier, LLC Blue – Category Recognition; White – Specific Category; Yellow – “Black Letter” Rules (to be memorized); Green – Main Factual Issues – Analysis; Red – Upper-Level, Integrated Comprehension