Advanced

Demystifying the Parol Evidence Rule - An Analysis of the Parol Evidence Rule in American Contract Jurisprudence and the lack thereof under the CISG

Ågren, Martin (2009)
Department of Law
Abstract
The parol evidence rule is an integral doctrine of the common law contract jurisprudence. The rule was established in the 17th century English common law and has since spread amongst most of the common law jurisdictions. When the rule was first established it had a rather straightforward substantive character which forbid contracting parties who had reduced their agreement to a written instrument to vary, subtract from or add to the substance of the writing on the basis of evidence extrinsic thereto at a subsequent judicial process. Despite its initial simplicity the rule has developed into one of the most controversial, complex and misunderstood contract doctrines of the common law today. One of the primary sources of confusion regarding... (More)
The parol evidence rule is an integral doctrine of the common law contract jurisprudence. The rule was established in the 17th century English common law and has since spread amongst most of the common law jurisdictions. When the rule was first established it had a rather straightforward substantive character which forbid contracting parties who had reduced their agreement to a written instrument to vary, subtract from or add to the substance of the writing on the basis of evidence extrinsic thereto at a subsequent judicial process. Despite its initial simplicity the rule has developed into one of the most controversial, complex and misunderstood contract doctrines of the common law today. One of the primary sources of confusion regarding the rule is its name&semic the rule is not a rule of evidence, is does not apply solely to parol evidence and it is not a singular rule. This essay focuses on the parol evidence rule as it has developed in the U.S. common law during primarily the 20th century. During that period the rule changed considerably in terms of its substantive character, most importantly due to the scholarship of two of the most prominent contract scholars of the century, Professor Samuel Williston and Professor Arthur L. Corbin. As a consequence thereof it is proper to regard the parol evidence rule as existing in two significantly different versions within the U.S. contract law, a Williston and a Corbin version, albeit with the caveat that each respective jurisdiction has developed their own variation of either version. In this essay I analyze these two versions of the rule and thoroughly examine how and why they differ from each other, with the objective of dismantling the misconceptions commonly associated with the rule and facilitating a greater understanding of the rule's legal character. I also analyze the integration doctrine that developed alongside the parol evidence rule during the 20th century and has become integral to the jurisprudence of the parol evidence rule and fundamentally changed the rule's legal character. I also suggest that the integration doctrine has overtaken much of the legal relevancy of the parol evidence rule as the legal doctrine against which the substantive consequences of reducing an agreement to writing is judicially reviewed. The jurisprudence of the parol evidence rule has also yielded a common contract clause developed and employed with the purpose of protecting written instruments from extrinsic impeachment at a possible subsequent judicial process. Such a clause is known as integration or a merger clause, which is also employed in contracts governed by civil law jurisdictions without a parol evidence rule. While the parol evidence rule has not spread amongst the civil law jurisdictions, the contract clause developed on the basis thereof, has. To understand the legal function of such clauses and how they achieve their principal purpose, an understanding of the legal doctrine from which it originated is beneficial. In this essay I attempt to provide with that. In the second part of the essay I examine the controversial issue of whether the jurisprudence of the parol evidence rule overlaps with the jurisprudence of the CISG. That is an issue that has received considerable attention in the international legal doctrine, most importantly from American scholars. The issue is important not solely for the benefit of American practitioners, but also for the benefit of understanding how to safeguard the integrity of written contracts governed by the CISG. I also address the issue of how integration and merger clauses should be properly drafted to effectively protect written instruments from subsequent extrinsic variations and additions under the CISG. (Less)
Please use this url to cite or link to this publication:
author
Ågren, Martin
supervisor
organization
year
type
H3 - Professional qualifications (4 Years - )
subject
keywords
Avtalsrätt
language
English
id
1563212
date added to LUP
2010-03-08 15:55:31
date last changed
2010-03-08 15:55:31
@misc{1563212,
  abstract     = {The parol evidence rule is an integral doctrine of the common law contract jurisprudence. The rule was established in the 17th century English common law and has since spread amongst most of the common law jurisdictions. When the rule was first established it had a rather straightforward substantive character which forbid contracting parties who had reduced their agreement to a written instrument to vary, subtract from or add to the substance of the writing on the basis of evidence extrinsic thereto at a subsequent judicial process. Despite its initial simplicity the rule has developed into one of the most controversial, complex and misunderstood contract doctrines of the common law today. One of the primary sources of confusion regarding the rule is its name&semic the rule is not a rule of evidence, is does not apply solely to parol evidence and it is not a singular rule. This essay focuses on the parol evidence rule as it has developed in the U.S. common law during primarily the 20th century. During that period the rule changed considerably in terms of its substantive character, most importantly due to the scholarship of two of the most prominent contract scholars of the century, Professor Samuel Williston and Professor Arthur L. Corbin. As a consequence thereof it is proper to regard the parol evidence rule as existing in two significantly different versions within the U.S. contract law, a Williston and a Corbin version, albeit with the caveat that each respective jurisdiction has developed their own variation of either version. In this essay I analyze these two versions of the rule and thoroughly examine how and why they differ from each other, with the objective of dismantling the misconceptions commonly associated with the rule and facilitating a greater understanding of the rule's legal character. I also analyze the integration doctrine that developed alongside the parol evidence rule during the 20th century and has become integral to the jurisprudence of the parol evidence rule and fundamentally changed the rule's legal character. I also suggest that the integration doctrine has overtaken much of the legal relevancy of the parol evidence rule as the legal doctrine against which the substantive consequences of reducing an agreement to writing is judicially reviewed. The jurisprudence of the parol evidence rule has also yielded a common contract clause developed and employed with the purpose of protecting written instruments from extrinsic impeachment at a possible subsequent judicial process. Such a clause is known as integration or a merger clause, which is also employed in contracts governed by civil law jurisdictions without a parol evidence rule. While the parol evidence rule has not spread amongst the civil law jurisdictions, the contract clause developed on the basis thereof, has. To understand the legal function of such clauses and how they achieve their principal purpose, an understanding of the legal doctrine from which it originated is beneficial. In this essay I attempt to provide with that. In the second part of the essay I examine the controversial issue of whether the jurisprudence of the parol evidence rule overlaps with the jurisprudence of the CISG. That is an issue that has received considerable attention in the international legal doctrine, most importantly from American scholars. The issue is important not solely for the benefit of American practitioners, but also for the benefit of understanding how to safeguard the integrity of written contracts governed by the CISG. I also address the issue of how integration and merger clauses should be properly drafted to effectively protect written instruments from subsequent extrinsic variations and additions under the CISG.},
  author       = {Ågren, Martin},
  keyword      = {Avtalsrätt},
  language     = {eng},
  note         = {Student Paper},
  title        = {Demystifying the Parol Evidence Rule - An Analysis of the Parol Evidence Rule in American Contract Jurisprudence and the lack thereof under the CISG},
  year         = {2009},
}