This chapter explains when a final written agreement excludes earlier negotiations and when supplemental terms may still be admitted. The tensions in The Breaking mirror the doctrine’s central question: what prior understandings survive once the parties reduce their deal to writing?
Doctrinal map
The parol-evidence rule (R2d §§ 209–218; UCC § 2-202) governs what extrinsic evidence may be admitted to vary, contradict, or supplement a writing. The chapter teaches the integration analysis: total integration (parol barred entirely as to all terms) vs. partial integration (parol may supplement but not contradict). Gianni v. Russell applies the ‘naturally would have been included’ test. UAW-GM v. KSL Recreation gives effect to the merger clause as strong (often conclusive) evidence of total integration.
Key Sources
Key Rules
- R2d § 213: Prior or contemporaneous agreements discharged by integrated writing
- R2d § 216: Consistent additional terms allowed unless completely integrated
- Merger clause creates strong presumption of complete integration
Cases
- Gianni v. R. Russell & Co. 281 Pa. 320, 126 A. 791 (1924) Where the parties have adopted a writing as the final expression of their agreement on a subject, prior or contemporaneous oral agreements on the same subject are merged into the writing and cannot be proved to add to or vary its terms.
- UAW-GM Human Resource Center v. KSL Recreation Corp. 228 Mich. App. 486, 579 N.W.2d 411 (1998) A merger clause is strong, often conclusive, evidence that the writing is a complete integration of the parties' agreement. Once integration is established, the parol evidence rule bars evidence of prior or contemporaneous agreements that contradict or supplement the writing, including 'collateral' oral promises on the same subject.
- Mitchill v. Lath 247 N.Y. 377, 160 N.E. 646 (1928) An alleged oral collateral agreement is barred by the parol evidence rule unless (1) it is collateral in form, (2) it does not contradict express or implied provisions of the written contract, and (3) it is one that the parties would not ordinarily be expected to embody in the writing. Where the writing on its face is a full and complete agreement, the collateral oral promise will not be enforced if a reasonable person would have expected it to appear in the writing.
- Pacific Gas & Electric Co. v. G.W. Thomas Drayage & Rigging Co. 69 Cal. 2d 33, 442 P.2d 641 (1968) Extrinsic evidence is admissible to prove a meaning to which the language of a written contract is reasonably susceptible, even where the writing appears unambiguous on its face. The plain-meaning rule does not preclude consideration of context that bears on what the parties intended their words to mean.