Does this integration / entire-agreement clause keep prior or contemporaneous statements out of a dispute over what the contract means?
For a sale of goods, Idaho Code § 28-2-202 codifies the rule directly: "Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented" by course of dealing, course of performance or usage of trade, and by evidence of consistent additional terms "unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement." Outside the UCC, Idaho's common-law parol evidence rule does the same work for an INTEGRATED contract: Jeanette Hoffman v. Board of Local Improvement District No. 1101 the Supreme Court adopted the respondents' statement of it: "Idaho’s parol evidence rule, which only prevents the district court from considering extrinsic evidence relating to other terms of a contract when the contract is integrated. The Boards are correct.", and stated the rule in its own words: "Under the parol evidence rule, if the written agreement is complete on its face and unambiguous, no fraud or mistake being alleged, extrinsic evidence of prior contemporaneous negotiations or conversations is not admissible to contradict, vary, alter, add to or detract from the terms of the written contract."
The trap
Hoffman's own formulation is the trap: the rule bars extrinsic evidence of OTHER TERMS only once the contract is found to be integrated (the finding is the court's to make), but Hoffman, quoting Valley Bank, first warns that "[t]he mere existence of a written document, however, does not establish integration", and then, quoting Steel Farms, says a merger clause does make it: "A written contact [sic] containing a merger clause is 6 integrated for purposes of the parol evidence rule.". The stray 6 inside that sentence is a page number carried in the published text of the opinion, not a word of the rule. With a merger clause, then, the fight moves to whether the writing is "complete on its face and unambiguous," not to whether it is integrated. The UCC version has its own, narrower trigger for the harder, "complete and exclusive" bar on ADDITIONAL consistent terms: § 28-2-202 lets even a merger-clause writing be supplemented by consistent additional terms UNLESS the court independently finds the writing was intended as complete and exclusive. A bare integration clause is evidence toward that finding, not a substitute for it. Neither authority read for this rule was construing a merger clause's own text; both state how the rule operates given a writing found to be final or integrated, which is the more fundamental question a reviewer must not skip past. Hoffman also shows the rule's outer boundary, and it is a big one: the Court held the parol evidence rule simply did not apply, because "[t]he district court did not look to extrinsic evidence in order to interpret the terms of the handwritten Memorandum of Settlement. Instead, it was attempting to determine whether an enforceable contract between the parties had been formed at all." An integration clause is no answer to a fight about whether a contract was formed; Hoffman affirmed the judgment and awarded fees against the appellants for pressing an appeal "without a reasonable basis in law."
8 authorities
- statuteIdaho Code § 28-2-202enactment date not established
The words that state the rule
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented
- statuteIdaho Code § 28-2-202enactment date not established
The words that state the rule
(a) By course of performance, course of dealing, or usage of trade (section 28-1-303); and
- statuteIdaho Code § 28-2-202enactment date not established
The words that state the rule
By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
- case415 P.3d 332Jeanette Hoffman v. Board of Local Improvement District No. 1101Idahodecided 2017read it at the source ↗
The words that state the rule
The Boards respond that Appellants fundamentally misconstrue Idaho’s parol evidence rule, which only prevents the district court from considering extrinsic evidence relating to other terms of a contract when the contract is integrated. The Boards are correct.
- case415 P.3d 332Jeanette Hoffman v. Board of Local Improvement District No. 1101Idahodecided 2017read it at the source ↗
The words that state the rule
Under the parol evidence rule, if the written agreement is complete on its face and unambiguous, no fraud or mistake being alleged, extrinsic evidence of prior contemporaneous negotiations or conversations is not admissible to contradict, vary, alter, add to or detract from the terms of the written contract.
- case415 P.3d 332Jeanette Hoffman v. Board of Local Improvement District No. 1101Idahodecided 2017read it at the source ↗
The words that state the rule
“The mere existence of a written document, however, does not establish integration.” Valley Bank v. Christensen, 119 Idaho 496, 498, 808 P.2d 415, 417 (1991). “A written contact containing a merger clause is 6 integrated for purposes of the parol evidence rule.” Steel Farms, Inc., 154 Idaho at 267, 297 P.3d at 230.
- case415 P.3d 332Jeanette Hoffman v. Board of Local Improvement District No. 1101Idahodecided 2017read it at the source ↗
The words that state the rule
Appellants’ argument and authority deal with the interpretation of terms of a contract. The district court did not look to extrinsic evidence in order to interpret the terms of the handwritten Memorandum of Settlement. Instead, it was attempting to determine whether an enforceable contract between the parties had been formed at all.
- case415 P.3d 332Jeanette Hoffman v. Board of Local Improvement District No. 1101Idahodecided 2017read it at the source ↗
The words that state the rule
We find that the present appeal was pursued without a reasonable basis in law. Thus, the Boards are entitled to attorney fees on appeal pursuant to Idaho Code section 12-117(1). IV. CONCLUSION We affirm the judgment of the district court and its award of attorney fees to the Boards.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.