PAROL EVIDENCE RULE STEP BY STEP

PER Trigger: Mutually adopted written K -> Party wants to introduce extrinsic evidence 1) Determine INTEGRATION
a) Integration Test: Is writing intended to be full and final record of agreement on the whole (complete), or of particular term at issue (partial)? Integration is a question of intent. i) Four Corners Approach: Integration is found if the writing, interpreted as a whole in accordance with the plain meaning of the language used, appears complete and unambiguous, and there is no obvious gap or inadequacy. A) Collateral Agreement Rule: Is the separate agreement related closely enough to the purpose of the K that one would expect to find it in the writing if it had been agree to? Yes = PER bars. Consistency still required. Subject matter / consideration must be distinct and capable of being separately identified. (Mitchell) B) Ambiguous Term: Court examines the ordinary plain meaning of the term to decide if clear. ii) Contextual Approach: Integration is found if the writing, evaluated in full context, appears complete and unambiguous, and there is no obvious gap or inadequacy. A) Naturally Omitted Test: Some relationship exists between parties that would support implying a term missing in an otherwise completely-integrated K. (Masterson) B) Ambiguous Term: Court uses context in which the words were used to establish meaning.

2) Determine CONSISTENCY
a) Consistency Rule: No parol evidence relating to any fully-integrated term/writing. Parol evidence permitted to supplement or explain express terms, but cannot contradict or vary express terms.

3) Determine EXCEPTIONS/SPECIAL RULES

a) Merger Clause: Asserts that writing is completely integrated. Court only discards under the Contextual Approach with plausible argument that writing is not completely integrated as it appears. b) Improper Bargaining Exception: Evidence allowed to show fraud/duress/mistake or other bases for invalidating the K. c) Condition Exception: Evidence allowed to show that the agreement was subject to a condition.