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A

Written K is an integration if parties intended K to be FINAL and COMPLETE expression of their agr’t

B

If written K isn’t an integration as to term at issue, ANY EVIDENCE ADMISSIBLE

C

Tests:

1

Four corners

2

UCC/Rest: writing is an integration only if parties actually intended it to be an integration.  ANY evidence admissible to determine whether integration

D

Merger clause: majority view is still that they’re determinative, unless product of fraud, mistake, etc

E

Integration must be in writing, but need not be SIGNED by parties.  Need only be writing ADOPTED by both parties (i.e., they agreed to it)

IV

Parol evidence

A

Earlier or contemporaneous oral or written agr’t that is w/in scope of writing at issue

V

Naturally omitted terms exception

A

Naturally omitted terms are admitted

B

First question: term inconsistent?

1

If inconsistent, always excluded

2

Logical inconsistency test: if term were included, internal inconsistency?  (Hunt Foods)

3

R’ble harmony test: is parol term r’bly harmonious w/ written agr’t?

C

Second question: would not-inconsistent term have naturally been omitted?

1

Rest view ELTS:  (Rest § 216)

a

Terms DOES NOT CONFLICT w/ integration

b

AND term is something parties under circums ordinarily WOULD OMIT (subjective)

2

Formal intent test:

a

Four corners approach (objective).  (Mitchill — icehouse)

3

Actual intent test:

a

Take into account all circums (subjective).  (Masterson — option to buy ranch)

4

UCC view: only terms that would CERTAINLY have been included are omitted.  (UCC § 2-202)

VI

Interpretation of terms exception

A

This is DIFFERENT from parol ev rule — applies to ALL EXTRINSIC EV rather than to prior agr’t

B

Parol ev rule bars external AGR’TS.  Rule does not bar EXTERNAL INFORMATION — circums, custom, etc to show WHAT THE PARTIES MEANT by the words in the written agr’t

C

HOWEVER, such ev may be barred by these rules

D

Plain meaning rule:

1

Such ev barred unless K is ambiguous ON ITS FACE

2

No extrinsic ev admitted even to show that K is ambiguous in the first place

3

Modern view: more liberal.  (PG&E v. G.W. Thomas Drayage — turbine)

E

Cal view:

1

Ev barred unless lang of K is r’bly susceptible of a claimed meaning

F

Course of perf, course of dealing, usage

1

Modern view is to admit such we when R’BLY CONSISTENT w/ written K.  (Nanakuli)

2

How to determine consistency?  Logical consistency / r’ble harmony tests

3

But some cts appear to let trade usage in regardless

4

Exs: “1,000 shingles” doesn’t mean 1,000 shingles; paper “free” from ground wood might have as much as 3% ground wood

VII

Other exceptions

A

Separate consideration: if the parol agr’t was supported by separate consid, it’s admissible.  (Rest § 216(2)(a))

B

Partial integration

1

Partial integration is not controlling on subject outside its scope

C

To show LACK OF CONSID, FRAUD, DURESS, or MISTAKE.  (Rest § 214(d))

1

This includes ev to show promissory fraud: that party entered into agr’t w/o intending to perform

D

To show condition precedent to legal effectiveness of K

18

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