Parol evidence funnel: Williston vs. Corbin
Interpretation · Feb 1
Floor. ~40 min: R2d §§ 209, 210 + Sierra Diesel on the Williston/Corbin split.
Target. ~75 min: Floor + Pacific Gas (the Corbin pole) + Daughtrey on basis of the bargain + worked example contrasting the two approaches.
(1) An integrated agreement is a writing or writings constituting a final expression of one or more terms of an agreement.
(2) Whether there is an integrated agreement is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule.
(3) Where the parties reduce an agreement to a writing which in view of its completeness and specificity reasonably appears to be a complete agreement, it is taken to be an integrated agreement unless it is established by other evidence that the writing did not constitute a final expression.
(1) A completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement.
(2) A partially integrated agreement is an integrated agreement other than a completely integrated agreement.
(3) Whether an agreement is completely or partially integrated is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the 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.
874 F.2d 653 (9th Cir. 1989)
United States Court of Appeals for the Ninth Circuit
Rule. Under the UCC, whether a writing is fully integrated is a question of fact turning on the parties' intent and sophistication. A merger clause is evidence but not dispositive; courts may admit extrinsic evidence on the integration threshold itself, particularly where a sophisticated seller used pre-printed forms against an unsophisticated buyer.
69 Cal. 2d 33, 442 P.2d 641 (1968)
Supreme Court of California
Rule. 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 bar consideration of context bearing on what the parties intended their words to mean.
243 Va. 73, 413 S.E.2d 336 (1992)
Supreme Court of Virginia
Rule. Under UCC § 2-313, a seller's written affirmation of fact about goods creates an express warranty that becomes part of the basis of the bargain. The buyer is not required to prove reliance; the seller bears the burden of rebutting the presumption that the affirmation entered the bargain.
Facts. Smith leases a commercial unit from Jones for three years at $5,000/month. The written lease describes the premises and rent but says nothing about parking. Smith claims that during negotiations Jones orally promised two reserved parking spaces. The lease has no merger clause. Smith offers proof of the oral promise.
Question. Result under (a) strict Williston (Gianni-style)? (b) Corbin?
Answer. (a) Williston: examine the writing alone. Does the writing appear "complete on its face"? A commercial lease silent on parking is not obviously complete; parking is plausibly a separate-consideration collateral matter (R2d § 216(2)(b)). Even strict Williston admits collateral agreements that would naturally be made separately. Likely admitted.
(b) Corbin: examine all the evidence: the writing, the negotiations, the parties'' sophistication, the surrounding commercial reality. Parking is the kind of thing tenants and landlords routinely discuss. The oral promise is admissible to determine whether the lease is complete on the subject and, if not complete, to supplement it. Likely admitted.
Same result, different routes. The Williston/Corbin split matters most when (1) there is a merger clause and (2) the subject is arguably on-topic with the writing.
The same exceptions you met in Part I take on extra bite under each approach:
Facts. Buyer signs a written purchase agreement for a used car for $15,000 with a "this is the complete agreement" clause. Buyer claims that the dealer separately agreed in writing on a different sheet (also signed but kept by the dealer) to throw in a year of free oil changes. Dealer denies the side agreement existed.
Question. Is the separate-sheet promise barred by PER?
Answer. R2d § 216(2)(b) admits a "separate consideration" collateral agreement that "(b) is such an agreement as might naturally be omitted from the writing." Free oil changes are exactly the kind of dealership inducement that often sits in a separate document. If the second writing exists (an evidentiary question for the factfinder), PER does not bar it; the separate writing IS the agreement on that subject, not parol evidence varying the main writing.
Doctrinal subtlety: PER only bars prior or contemporaneous extrinsic evidence offered to vary an integrated writing. A separate contemporaneous writing on a collateral subject is not "parol" in the PER sense; it is itself a contract.
Also available: Problem 17.1 — Comparing the Common Law and the UCC (§ 2-202 vs. R2d § 216).
Walk through the analysis on the board. Hit the rule, the elements, the line of authority, the answer.
Rules. R2d § 209, R2d § 210, R2d § 213; UCC § 2-202, § 2-313.
Cases. Sierra Diesel Injection Service, Inc. v. Burroughs Corp. · Daughtrey v. Ashe.
Open question. PER governs what enters the four corners. What governs the quality of what is sold once inside? Next class: express and implied warranties under UCC §§ 2-313, 2-314, 2-315.
Next class: Warranties
_Interpretation_ · Feb 4
Read Carlson v. General Motors and Daughtrey v. Ashe with UCC §§ 2-313, 2-314, 2-315. A car maker sells consumers a vehicle with known defects, then sells them a disclaimer of the warranty too. Which sale does the law honor, and on what theory? Come ready to answer. You may be called.