The factual predicate of the parol evidence rule
("[S]ophisticated parties prefer textualist interpretation, as embodied in the parol evidence and plain meaning rules and the effect of integration, anti-waiver, and modification clauses."); Schwartz & Scott, Redux, supra note 140, at 932 (noting that a formalist or textualist interpretation "embodies a hard parol evidence rule
, retains the plain meaning rule, gives presumptively conclusive effect to merger clauses [(also called integration clauses)], and, in general, permits the resolution of many interpretation disputes by summary judgment" (footnote omitted)).
The Uniform Commercial Code version of the parol evidence rule
, [section] 2-202, wisely avoids the use of the term "integration." U.C.C [section] 2-202 Rather, it distinguishes "final" from "complete and exclusive" writings.
As another example, the parol evidence rule
is basically identical to statutory interpretation doctrines that concern when courts may consider nontextual evidence.
(18) The CISG's elevation of subjective intent, like its elimination of the parol evidence rule
, in many ways runs contrary to many central pillars of traditional U.S.
parol evidence rule
functions to determine the terms of the contract.
Contract law's parol evidence rule
bars assertions of agreements, promises, or representations inconsistent with a record the parties intended to be complete on the subject matter.
The parol evidence rule
says that, even after a contract is written in final form, previous verbal agreements are considered valid.
Differences between the UCC and the CISG are readily apparent in numerous respects--the parol evidence rule
, statute of frauds, and battle of the forms--and resorting to domestic sales law could provide a conflicting interpretation with the CISG.
One of the guardians of this sanctity has been the parol evidence rule
, which was developed to prevent contracting parties from trying to offer evidence to vary the terms of an unambiguous contract.
If this happens, the court must then look to the parol evidence rule
for construction of the contract.(209)
Jurisdictions vary somewhat in their application of this "parol evidence rule
." See, e.g., Darner Motor Sales, Inc.