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The Parol Evidence Rule

Learn what integrated terms are under Article 2 and the rules concerning the explanation, supplementation, and contradiction of integrated terms.

Transcript

The parol-evidence rule is a contract-law principle that generally prohibits the introduction of any extrinsic evidence contradicting or varying the terms of a complete and final written agreement. Extrinsic evidence refers to any evidence outside the four corners of the written agreement.

I. Article 2’s Parol-Evidence Rule

Article 2 has its own version of the parol-evidence rule. Found in Section 2-202, the rule says that any term on which the parties’ confirmatory memoranda agree, or any term...

Lessons

1. Welcome to Sales
  • Welcome to Sales
2. Introduction to UCC Article 2
  • Scope of Article 2: Transactions in Goods
  • Distinguishing Goods and Services Contracts
  • Key Terms in Article 2
3. Contract Formation and Modification
  • Contract Formation and Modification
  • Battle of the Forms
  • The Statute of Frauds
  • The Parol Evidence Rule
4. Contract Interpretation
  • Article 2 Gap-Fillers
  • Risk of Loss
  • Additional Interpretive Devices
5. Performance
  • The Perfect-Tender Rule and the Right to Cure
  • Inspection and Acceptance
  • Rejection and Revocation
6. Breach, Repudiation, and Excuse
  • Anticipatory Repudiation
  • Adequate Assurance
  • Impracticability of Performance
7. UCC Article 2 Warranties
  • Express Warranties
  • Implied Warranty of Merchantability
  • Implied Warranty of Fitness
  • Excluding and Modifying Warranties
8. Remedies
  • Seller's Remedies
  • Seller's Alternative Remedies
  • Buyer's Remedies for Nondelivery
  • Buyer's Remedies for Accepted Goods
  • Buyer's Incidental and Consequential Damages