R2d § 213
Effect of Integrated Agreement on Prior Agreements (Parol Evidence Rule)
(1) A binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them. (2) A binding completely integrated agreement discharges prior agreements to the extent that they are within its scope. (3) An integrated agreement that is not binding or that is voidable and avoided does not discharge a prior agreement. But an integrated agreement, even though not binding, may be effective to render inoperative a term which would have been part of the agreement if it had not been integrated.
Professor's notes
Elements: (1) a binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them; (2) a binding completely integrated agreement discharges prior agreements to the extent that they are within its scope; (3) an integrated agreement that is not binding or that is voidable and avoided does not discharge a prior agreement.
This is the parol evidence rule proper.
Gianni v. R. Russel (exclusive tobacco sale promise barred by integrated lease) operationalizes (2).
Common misunderstanding: students think parol evidence is always barred by an integrated writing. The rule bars only PRIOR or CONTEMPORANEOUS extrinsic terms inconsistent with (or within the scope of, if completely integrated) the writing. It does NOT bar evidence of: subsequent modifications, conditions precedent, fraud, mistake, illegality, collateral agreements with separate consideration, or interpretive aids under § 214. Stack those exceptions early.
Cases that operationalize this rule
Text
R2d § 213. Effect of Integrated Agreement on Prior Agreements (Parol Evidence Rule).
(1) A binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them.
(2) A binding completely integrated agreement discharges prior agreements to the extent that they are within its scope.
(3) An integrated agreement that is not binding or that is voidable and avoided does not discharge a prior agreement. But an integrated agreement, even though not binding, may be effective to render inoperative a term which would have been part of the agreement if it had not been integrated.