Posner, The Parol Evidence
Rule, the Plain Meaning Rule, and the Principles of Contractual Interpretation, 146 U.
The California Supreme Court recently breathed new life into the fraud exception by holding that parol evidence
of oral misrepresentations can be admitted, even to contradict a written agreement, in order to prove fraud.
The court thus stated an exception to what is the most prevalent version of the parol evidence
3d at 1389 (holding that the parol evidence
rule does not apply to contracts governed by the CISG).
governing, respectively, parol evidence
and the meaning of terms.
Part III discusses the parol evidence
rule's application to the problem.
179) The issue in the case involved two principles of contract law that differ significantly between the CISG and the UCC: (1) the extent of an inquiry into the subjective intent of the parties during the formation of the contract; and (2) the use of parol evidence
to determine this subjective intent.
Some commentators have noticed that Corbin's approach "undercuts the traditional parol evidence
rule" because the very evidence whose admissibility is challenged "is admissible on the issue of whether there is a [complete] integration.
It also establishes the safety net of this doctrine, which disregards so many legal norms of contract law such as the statute of frauds and allowing parol evidence
to modify an instrument's language.
This Essay focuses on these rules of contractual interpretation, and the parol evidence
rule in particular.
On this note, the parol evidence
rule is also eliminated under the convention.
A comprehensive examination of the basic contracts law principles most relevant to CIOs, including the requirements for forming a valid contract (offer, acceptance, consideration) and its application to e-commerce, standard contract interpretation principles (including the parol evidence
rule for written contracts), when a contract should be voided because of nondisclosure, duress, or other intervening events, the effect of misrepresentation, how a contract can be terminated, and remedies/damages available in the event of breach (including a nonbreaching party's duty to mitigate damages).