Does our merger clause keep the other side's side agreements out of a Maine case?
Only if the court finds the writing integrated as to that term, and even then a consistent additional term can come in. Rogers v. Jackson states the rule and its precondition together: "[t]he parol evidence rule operates to exclude from judicial consideration extrinsic evidence offered to alter or vary unambiguous contractual language. This proposition, however, presupposes the existence of an integrated contract." Where the writing is only partially integrated, "parol evidence of additional terms is admissible to supplement a partially integrated written agreement if the additional terms are consistent with the writing". The presence or absence of a merger clause is evidence of integration rather than the test: in Brown Development Corp. v. Hemond the Court held "the agreement between the parties is not integrated: there is no integration clause; the agreements are extremely sparse in their language; and, given that both parties agree that there was to be a five-year delay ... clearly the parties contemplated at least some oral terms. At most, the agreement is partially integrated." Both appeals ended the same way: judgment vacated and remanded, because the alleged oral condition raised a genuine issue of material fact. For a sale of goods, 11 M.R.S. § 2-202 sets the same two-step in statutory form: a record the parties intended as a final expression "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 performance, dealing or trade usage and "[b]y evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement".
The trap
Maine's escape hatch is the consistent ORAL CONDITION. Rogers let a borrower prove an oral ability-to-pay condition on a promissory note, and Hemond applied it to a condition precedent on a land transfer, in each case because the condition supplemented rather than contradicted the writing: an oral condition precedent "cannot be said to 'contradict' or be 'repugnant' to the terms of the agreement" where it "does not alter the property to be conveyed ... the parties involved ... [or] the consideration agreed to by the parties". So a Maine merger clause does not reliably buy summary judgment against an alleged oral condition on performance; it buys an argument that the writing is fully integrated. Both cases were decided by a majority over a dissent (Saufley, C.J., in Rogers and Alexander, J., in Hemond), so the margin is thin and the fact-specific reasoning matters. Note that both opinions reason from the DEGREE of integration, and neither holds that a merger clause makes a contract completely integrated as a matter of law; no such Maine holding was found. For a goods contract the statutory formula is the closest thing to one: § 2-202(2) lets consistent additional terms in "unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement", which is what a merger clause is drafted to establish, and still a finding for the court rather than a conclusion the clause compels.
10 authorities
The words that state the rule
The parol evidence rule operates to exclude from judicial consideration extrinsic evidence offered to alter or vary unambiguous contractual language. This proposition, however, presupposes the existence of an integrated contract.
The words that state the rule
As a general rule parol evidence of additional terms is admissible to supplement a partially integrated written agreement if the additional terms are consistent with the writing.
The words that state the rule
We see no basis for concluding that Jackson did not raise genuine issues of material fact as to whether there was an oral condition to his obligation to pay the Rogers and, if so, whether the condition was satisfied. Accordingly, the District Court erred in granting summary judgment in favor of the Rogers. The entry is: Judgment vacated. Remanded for further proceedings consistent with this opinion.
The words that state the rule
Here, the agreement between the parties is not integrated: there is no integration clause; the agreements are extremely sparse in their language; and, given that both parties agree that there was to be a five-year delay in conveying the small parcel and that this is not reflected in the language of the agreements, clearly the parties contemplated at least some oral terms. At most, the agreement is partially integrated.
The words that state the rule
An alleged oral condition precedent requiring Brown to acquire the Davidson lot before Hemond's duty to perform arises cannot be said to "contradict" or be "repugnant" to the terms of the agreement between the parties. The alleged oral condition does not vary or alter the written terms: it does not alter the property to be conveyed; it does not alter the parties involved; and it does not alter the consideration agreed to by the parties. [5] It simply places a condition on the transfer of the small parcel, just as an oral condition in Rogers allegedly placed a condition on the repayment of a note. [6] Therefore, because the contract is not fully integrated and because the alleged oral condition does not contradict the written terms of the contract, consideration of the oral condition is not barred by the parol evidence rule.
The words that state the rule
Because Hemond has presented evidence of a genuine issue of material fact, summary judgment is inappropriate. The entry is: Judgment vacated. Remanded to the Superior Court for proceedings consistent with this opinion.
- statute11 M.R.S. § 2-202-4enactment date not established
The words that state the rule
Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set forth in a record 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:
The words that state the rule
raise factual issues of whether the parties' agreement included a condition that Jackson was not obligated to pay unless he was able and, if so, whether he was able to pay.
- statute11 M.R.S. § 2-202-4enactment date not established
The words that state the rule
(1). By course of performance, course of dealing or usage of trade ( section 1‑1303 ); and
- statute11 M.R.S. § 2-202-4enactment date not established
The words that state the rule
By evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.