Contracts Rules 6
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Total vs. Partial integration
: Completely expresses all terms of parties' agreement. Parties cannot introduce extrinsic evidence of prior or contemporaneous negotiations.
- Partial: May introduce supplementary extrinsic evidence that is consistent with the writing.
Whether partial or total integration exists depends on:
To determine intent look at:
- Four corners of document
- whether extrinsic term would have been naturally omitted
If a UCC contract, presumed to be only a partial integration.
Parol evidence rule inapplicable where:
- Raising an excuse
- Establishing a defense
- Establishing existence of a separate deal
- Proving a condition precedent existed
- Clarifying ambiguity
- Showing subsequent agreements
- To show trade usage
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