1.Evidence of prior agreements or negotiations may supplement a partially integrated agreement, provided this evidence does not contradict a term of the writing.
2.When an agreement is completely integrated, not even evidence of a consistent additional term is admissible to explain or supplement it. (Rest. 2d. § 216.)
3. Some courts treat contemporaneous oral agreements as prior oral agreements. Others assert that the existence of a contemporaneous oral agreement automatically proves that the writing is only partially integrated.
4. Parol testimony is admissible to prove a condition precedent to the legal effectiveness of a written contract if the condition does not contradict the express terms of such written agreement.
5. Even if the writing is a complete integration, parol evidence is admissible to show fraud, mistake, or duress in the inducement of the contract. Most courts hold that a merger clause should not be held a bar to actions for fraud
- 6. Evidence of subsequent oral agreements will not be barred by the parol evidence rule. The rule only applies to agreements made prior to the final contract.
- a. To avoid the admission of this type of evidence, some parties insert no-oral-modification clauses that find statutory support from UCC § 2-209(2).
- b. An attempted oral modification of a contract that contains a no-oral-modification clause is effective as a waiver only if it is reasonably relied upon.