Also known as: parole evidence · parol evidence rule
Written by attorneys · grounded in primary & secondary sources — see below
An oral or unwritten statement or agreement. The term identifies evidence or terms outside a writing that may be offered to explain, supplement, or contradict the writing, subject to the parol evidence rule and its exceptions for fraud, mistake, or collateral agreements.
Philip Powell sold land to Priscilla Parks under a contract containing a merger clause. After closing, the deed omitted an oral promise about parking rights on an adjacent parcel. Priscilla seeks to enforce the promise, but the court applies the parol evidence rule and merger doctrine to bar the evidence because the writing was intended as complete.
Patrick Phan signed a detailed supply contract with Pedro Pacheco that included a merger clause. Patrick later offers testimony about an earlier oral profit-sharing term. The court first decides as a preliminary question whether the writing is completely integrated before applying the parol evidence rule to exclude the testimony.
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Paul Peterson bought equipment from Pierre Poulin with an express warranty of fitness. The seller later points to conduct attempting to negate the warranty. The court construes the statements as consistent where reasonable and admits parol evidence only to the extent the negation would be unreasonable under the UCC.
Phoenix Technologies conveyed property by absolute deed to Prime Logistics to secure a loan. The parties executed a side letter confirming the deed served only as security. Prime later denies redemption rights, but the court admits parol evidence to establish the deed was intended as a mortgage.
Pulse Media and Progressive Healthcare negotiated a transportation contract by parol. Each party understood a different vessel would carry the goods. The court holds that because the parties contracted orally and their minds did not meet on the terms, neither is bound.
Raffles agreed in writing to sell cotton arriving on the ship Peerless. Wichelhaus understood a different Peerless sailing in October. Because the parties' minds did not meet on an essential term, the court holds there was no contract.
A merger clause signals that the parties intended the writing as the complete and exclusive statement of their agreement. When the writing is fully integrated, the parol evidence rule bars evidence of consistent additional terms or contradictory prior agreements. Exceptions exist for fraud, mistake, or collateral agreements not intended to merge.
The court decides as a preliminary question whether the writing constitutes a completely or partially integrated agreement before applying the parol evidence rule or interpreting the contract. This determination rests on the completeness and specificity of the writing together with any integration clause.
Yes. The parol evidence rule does not bar evidence offered to establish an invalidating cause such as duress. A party may introduce testimony about threats or improper conduct that prevented voluntary assent even when a merger clause is present.
No. Parol evidence is admissible to show that an absolute deed was given only as security for a debt. Courts admit side letters, board minutes, and conduct to establish the parties' true intent and preserve the grantor's equitable right of redemption.
…a particular estate in France or Spain, where there are two estates of that name.) The defendant has no right to contradict by parol evidence a written contract good upon the face of it. He does not impute misrepresentation or fraud, but only says that he fancied the ship was a different one. Intention is of no avail,…