Parol Evidence In Contracts Of International Sales Of Goods

Given the complexity of international trade, the parties will usually have made some or all of the decision concluded in the negotiations to writing contract. When a dispute occurs, the contracting parties may be trying to prove the true intent of the parties by parol evidences formed in the process of negotiating to deny that the contents contained in a written agreement explain the true intent. So. either the traditional interpretation method or accepting the parties' declarations of intent is much better? The former may be difficult to achieve natural justice, and in case of dispute, the parties will be diametrically opposite to the interpretation to their advantage. If simply accept the parol evidence of parties, the situation will be made more complex and confused. At this point, the parties will be faced with "Parol Evidence Rule", it is a rule of substantive law on the validity of the parol evidence when explaining the contents of a dispute. In a integrated agreement, the parol evidence prior to or simultaneous with to it are restricted to contradict or even add the contents of a written agreement.The parol evidence rule gradually develops and perfects with the Anglo-American three stages rules of contract interpretation-the principles of subjectivity-the principle of objectivity-the amendment of the objective interpretation principle. In the nineteenth century, as the limitation of subjective interpretation, jurists believe that external theory should be adopted in the interpreting of contracts, then confirm the contract rules of interpretation as "Testimony Rules" and "Plain rules", which "Testimony Rules "that excludes the parol evidence, where there is a written contract, all matters should be set into the contract, the court didn't accept testimony in principle, and an oral agreement is not allowed to change the contents of a written contract, which seems like the parol evidence rule. The beginning application of the rule is very strict but since the twentieth century, the application of it has been softening, after several centuries of change, a long list of exceptions have emerged and still been expanding. Soft or strict application for the issue is not because of purely logical, but value judgments. Value judgment is changing as the development of times, laws and judicial capacity. As economic development, the strengthening of judicial capacity, individual standard to a social standard, the legal standard of value and varies from the absolute freedom and equity to emphasizing the safety and efficiency of transactions, trying to achieve the perfect balance between them.As an outstanding representative of the International Convention on International Sales. Section8(3)of CISG and the "CISG Advisory Council Opinion No.3" clearly provides that when a contract is regulated by the Convention, the parol evidence rule does not apply, but negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties can be used to explain the intent of the parties, namely that is to interpret the statement, or other conduct of a party or the contract terms. The provisions of the Convention is on the grounds that written document is one, but not the only one factor ought to be considered when establish and explain the contract terms, furthermore most countries recognize the evidences in contract dispute, in addition, the parol evidence rule is so varied and complex that CISG has to apply parol evidence in the field of international trade in goods PICC. PECL also make the same provisions, and even more comprehensive and detailed provisions.In fact, the role of the parol evidence in interpretation the intent of the parties has been recognized, but in practice, distinguishing between what oral evidences are accepted and not accepted is not clear, the former should include some external evidences, such as previous transactions between the parties, some common understandings in the negotiation process, industries and markets they targeted, the nature and objectives of the contract, business practices, etc. The latter is called" Negotiation exclusion rule/Prior negotiation rule" which still can not be accepted. Some scholars believe the main reason is that it is unhelpful. If it the exclusion of such evidence appears not because of policy reasons, it can play a role when necessary. PROFORCE RECRUIT LTD. V. THE RUGBY GROUP LTD. Case is a challenge for the final checkpoint of parol evidence, which has shaken the rule.Contract Law of the People's Republic of China has provisions on the interpretation of a written contract, the basic principle is Objectivism-based eclecticism, but the rules of interpretation is blank.so we should refer to CISG 8 (3) and the parol evidence rule to construct the standardization rules of interpretation. In order to explore the intent of the parties, as well as meet the requirements of standardization in the operation. I suggest the rules of contract interpretation should not be limited to contract forms, furthermore a written contract must have relative priority to other external evidence.Determine total integration written contract is prior to partial integration,which is more conducive to the operation and implementation of rules:parol evidence should be permitted to supplement the integration written contract which does not provide the full content, but it usually cannot be adopted if it conflict with integration written contract. This rule is adjustment of contract law. different from the parol evidence rules and CISG. based on the status in our country.