The Parol Evidence Rule Of American Contract Law

In American contract practice, the parties to a contract often reduce to writing part or all of their agreement, following negotiations during which they have given assurances, made promises, and reached understandings. They do this in order to provide trustworthy evidence of the fact and terms of their agreement and to avoid reliance on uncertain memory. However, should litigation ensue, one party may seek to introduce evidence of the earlier negotiations in an effort to show that the terms of the agreement are other than as shown on the face of the writing. The party will be met with a rule known as the"parol evidence rule,"which may bar the use of such extrinsic evidence to contradict and perhaps even to supplement the writing. This thesis is mainly about the introduction of this rule. This thesis is divided into four part.Part I, the conception and nature of this rule. According to UCC 2-202, the general meaning of this rule is that after the parties make their final agreement into written form, the parol or extrinsic evidence of prior or contemporaneous negotiations is not admissible to contradict a term of the writing. But the rule is confused captioned for, it is not limited to"parol"in the sense of"oral"negotiations, nor is it, properly speaking, a rule of"evidence". According to the current American academia mainstream viewpoint, this rule is a substantive law. The rule is not limited to exclude the admissible of the oral negotiations, but exclude all of the admissible of evidence that conformity with the rule of the conditions include writings such as letters, telegrams, memoranda, and preliminary drafts exchanged by the parties before execution of a final written agreement. The application of the parol evidence rule need the agreement is integrated. The test of integration is whether the parties have had to make their writing a final expression of their agreement. Under the"integrated", American scholars set up a pair of conception -"completely integrated"and"partially integrated"- to assure the fairness in different condition. And use the collateral agreement rule to soften the conclusive effect when the agreement is completely integrated.Part II, the application and constrain of this rule. If the agreement is completely integrated, not even evidence of"a consistent additional term". If the agreement is only partially integrated, however, evidence of prior agreements or negotiations is admissible to supplement the writing though not to contradict it. If there is a collateral agreement, even finding of a completely integrated agreement does not preclude a showing of a"collateral agreement"as long as it does not contradict the main agreement.For the purpose of the parol evidence rule is that excluded the prior negotiations evidence that are contradict the integrated written agreement. The hypothesis of the application of the rule, at least in logical, need the condition: first there is a valid written agreement; second this agreement present the parties final expression; third there are some extrinsic evidence that contradict it. So naturally the application of this rule has the following confine. First the evidence is used to show no valid written agreement; second reformation; third oral modifications.Part III, the analysis of the rationality of this rule. And this rule has encountered some challenge. first to test whether the rule can apply need use some extrinsic evidence; second even a completely integrated agreement can't absolutely eliminate all the extrinsic evidence because of the collateral agreement rule.In spite of the obloquy that the rule's critics have heaped on it, the rule is amply justified if it is seen as fulfilling the purpose that balance the tension between the foreseeable of the law and the flexible methods of remedy. There are many instances in which the parties, after concluding their negotiation, want to simplify the administration of the resulting contract and to facilitate the resolution of possible disputes by excluding from the scope of their agreement those matters that were raised and dropped or even agreed upon and superseded during the negotiations. It is often useful to be able to replace the negotiations of yesterday with an authoritative agreement of today. It is this purpose that the parol evidence rule ought to serve-giving legal effect to whatever intention the parties may have had to make their writing a complete expression of the agreement that they reached, to the exclusion of all prior negotiations whether oral or written.Part IV, suggestion to the"Contract Law of China". Both American and Chinese adopt the compromised theory that favors the express theory on the theory of interpretation of contact. So the two country has the basis to draw on the experience of each other. At present, because the Vacancy of some necessarily rule, the court can't determine which evidence presents the parties real agreement. Our current system can't solve this problem with an unified and efficient outcome. For these reason, we need to draw on the mature experience of American, especially the parol evidence rule. We need introduce the main system to affirm the primacy of a written contract over prior negotiations. And we also need to introduce some supplement rule that can make sure the court would enforce the true meaning of the parties. So it can avoid ossification without harming the operation of this system.