Contract Integration- Parol Evidence Rule - Wiliston:Corbin PDF

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Contract Integration: Parol Evidence Rule Is the contract integrated? To what extent is the contract integrated? Williston “Four Corners” Approach 1. Does the contract contain a merger or integration clause stating that the writing is a final, complete, and exclusive statement of the parties’ agreements? If YES  Contract is completely integrated (STOP) If NO  Step 2

2. Does the contract appear complete on its face? Does the contract express the parties’ complete respective obligations within the “Four Corners” of the document?

Corbin “All-Evidence” Approach 1. Does the contract contain a merger or integration clause stating that the writing is a final, complete, and exclusive statement of the parties’ agreements? If YES  Maybe, continue analysis 2. Did the parties intend the contract to be completely integrated? If YES  Contract is completely integrated (STOP) If NO  Admits all evidence to decide if the parties intended a fully integrated contract

If YES  Contract is completely integrated (STOP UNLESS STEP 3) If NO  Not integrated or partial integration (ANALYSIS COMPLETE)

3. Would the parties have naturally omitted the extrinsic term from the writing? If YES  Contract is partially integrated

NEXT STEP: You have to determine if the extrinsic evidence is consistent with the partially integrated contract: 1. Is the extrinsic evidence in harmony with the writing? If YES  Admissible If NO  Not admissible 2. Does the extrinsic evidence completely negate any of the terms in the writing? If YES  Not admissible If NO  Admissible...