Discussion - Chapter 13 - Contracts In Writing - Integrated Contracts

1 SectionBUSI-2301.902

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Language is an imprecise method of communication. A hallmark of the English language is that it is large, complex and difficult to learn in part because it has multiple words to convey any given thought with differing nuance even so, human interaction is complex and miscommunication happens all of the time.

In the realm of contract law, a key concept is the intent of the parties to an agreement at the point in time when the contract is formed. Parties often memorialize their agreements in the form of a signed written document to avoid, among other things, disputes concerning their mutual intent. Still, disputes occur when parties identify, usually after the fact, terms within a contract that are or can be argued to be ambiguous given the situation that has developed.

The party asserting such an ambiguity after the fact is usually quite willing to provide clarification and explanation of the ambiguity that operates to that partys benefit. The clarification and explanation offered usually consists of oral discussions at or before the time the contract was signed that the offering party claims properly present the true intent of the parties at the time the contract was formed. The opposing party often vigorously denies this claim and may offer evidence of additional oral discussions undermining these arguments.

The law of contracts has developed principles to be used to handle these situations. In short, where a written document is found to be the fully integrated and complete expression of the parties agreement, the parol evidence rule prohibits use of oral or, sometimes, written evidence from at or before the time of contract formation to substantially change or contradict the terms of the integrated agreement.

What is the fundamental point behind the parol evidence rule? Who does that rule protect, and from what? In this context, what is the significance of an integrated contract as opposed to one that is not integrated? Is the inclusion of a merger clause within a written agreement advisable, and why?

Each student must make a thoughtful and reasoned initial post that is approximately 300 words long (for reference, this prompt is longer). Then each student must make at least two thoughtful and reasoned posts in response to the posts of other students. The point is to generate a robust discussion of the parol evidence rule. Posts will not be graded separately but will be assessed as part of the participation component of overall course grade.