Definition and Meaning
Parol Evidence Rule: A legal doctrine asserting that any prior or contemporaneous external statements (oral or written) not included in a written contract cannot be used to modify, contradict, or add to the terms of the document.
Etymology
The term “parol” comes from the Old French word “parole,” meaning “speech” or “spoken word.” “Evidence” derived from Latin “evidentia,” underscores something apparent or clear. Together, “Parol Evidence” refers to oral or spoken statements as evidence in legal contexts.
Background
The Parol Evidence Rule is a cornerstone in contract law, intended to promote clarity and predictability in agreements. Its origins trace back to English common law. The primary rationale is that a written contract embodies the complete and final agreement between the parties, ensuring that it isn’t undermined by frail, unverifiable recollections.
Key Takeaways
- Integrity of Written Contracts: Protects from modifications not documented in the signed written agreement.
- Consistency in Legal Interpretations: Establishes a uniform approach to understanding contracts, minimizing disputes.
- Full Substance Principle: Encourages parties to include all terms and conditions within the written document.
Differences and Similarities
- Differences from Verbal Contracts**: Unlike verbal agreements, written contracts under this rule have a stronger and more rigid legal standing.
- Similarities: Both aim to record mutual consent but differ in formal enforcement.
Synonyms
- Written Contract Rule
- Integration Rule
Antonyms
- Verbal Agreement Flexibility
- Oral Modification Principle
Related Terms with Definitions
- Written Contract: A formally executed agreement documented in writing.
- Extrinsic Evidence: Information that is not included in the written contract and generally inadmissible under the Parol Evidence Rule.
- Integration Clause: A clause in the contract stating that the written document embodies the entire agreement between the parties.
Frequently Asked Questions
Q: Are there exceptions to the Parol Evidence Rule?
A: Yes, exceptions include cases of fraud, duress, mistake, or if the written contract is incomplete.
Q: Can additional terms be enforced if they were agreed upon after signing the contract?
A: Such terms must be documented in a subsequent written modification to be enforceable under the Parol Evidence Rule.
Exciting Facts
- A famous case illustrating this rule is Mitchell v. Lath (1928), which clarified that extrinsic evidence is inadmissible to add or alter the written terms.
- Parol Evidence Rule plays a major role in interpreting merger clauses that declare the written contract as the sole definitive contract.
Quotations
“A signed contract could not be modified by late retainers of what had supposedly been previously agreed verbally.” – Lord Eldon
Proverbs and Sayings
- “A deal binding on ink is not swayed by the swell of speech.”
Government Regulations
- The Uniform Commercial Code (UCC), which governs commercial transactions in the United States, incorporates the Parol Evidence Rule.
Suggested Literature and Other Sources for Further Studies
- “Contract Law and Theory” by Robert E. Scott and Jody S. Kraus
- “The Law of Contracts” by John D. Calamari and Joseph M. Perillo
- ** “Modern American Remedies” by Douglas Laycock**
Thought-Provoking Humorous Farewell
Remember, it’s often said in contracts, “Words fly away, writings remain.” Next time you hammer out an agreement, make sure that ink does all the talking!
