Does our merger clause keep out evidence of what was said before signing?
Only to the extent the writing is a final, total integration, and that is the fight. In Rowe the Supreme Court of North Carolina stated that 'generally, evidence of prior and contemporaneous negotiations and agreements are not admissible to vary, add to, or contradict a written instrument', then at once qualified it ('however, when the court finds a contract to be ambiguous, evidence of prior negotiations is admissible to show the intent of the parties'), and then bounded it: 'the rule is intended to apply only to final, totally integrated writings; that is, those writings relating to a transaction which are intended to supersede all other agreements regarding that transaction. If the writing supersedes only a part of the transaction, it is a partial integration and other portions of the transaction may be shown by parol evidence.' On those grounds the Court disagreed with the trial court and the Court of Appeals that the testimony the defendant sought to elicit would violate the parol evidence rule. For a sale of goods the Uniform Commercial Code states the same structure in statutory form: N.C.G.S. § 25-2-202 provides that terms set forth in a record intended by the parties as a final expression of their agreement as to the terms included in it may not be contradicted by evidence of a prior agreement or a contemporaneous oral agreement, but may be explained or supplemented by the two items the section then lists, item (1), course of dealing or usage of trade or course of performance, and item (2), 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
The clause you are relying on is evidence of integration, not the conclusion. Rowe held that the consent order before it was only a PARTIAL integration of a larger settlement and let the parol evidence in, and note what did the work there: the parties' intention as to reciprocity was not evident from the writing itself, so the negotiations were admissible to clarify the uncertainty that created, and the party offering them was not seeking to vary, add to or contradict the writing but to enforce the whole agreement as written. Nothing read here says that a merger clause makes a writing a total integration as a matter of law, and this rule does not assert it: the word 'merger' appears nowhere in Rowe, in the majority opinion or in the separate opinion. Under § 25-2-202 the consistent-additional-terms branch turns on a finding by the COURT that the record was intended as a complete and exclusive statement, so in a goods contract the integration clause is addressed to the judge, not dispositive of the judge. And the first branch of § 25-2-202 is narrower than drafters assume: course of dealing, usage of trade and course of performance come in to explain or supplement the record whether or not it is fully integrated. One limitation to keep in view: published North Carolina opinions using the phrase 'merger clause' do exist and none of them was read here, so treat the silence above as the limit of what was checked rather than as the state of the law.
6 authorities
The words that state the rule
Generally, evidence of prior and contemporaneous negotiations and agreements are not admissible to vary, add to, or contradict a written instrument.
The words that state the rule
However, when the court finds a contract to be ambiguous, evidence of prior negotiations is admissible to show the intent of the parties.
The words that state the rule
Further, the rule is intended to apply only to final, totally integrated writings; that is, those writings relating to a transaction which are intended to supersede all other agreements regarding that transaction. If the writing supersedes only a part of the transaction, it is a partial integration and other portions of the transaction may be shown by parol evidence.
The words that state the rule
We disagree with the trial court and the Court of Appeals that the testimony defendant sought to elicit on cross-examination would violate the parol evidence rule.
- statuteN.C.G.S. § 25-2-202enactment 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 the terms included in it shall not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented by the following: (1) By course of dealing or usage of trade (G.S. 25-1-205) or by course of performance (G.S. 25-2-208). (2) 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.
The words that state the rule
The intention of the parties regarding the reciprocity of the agreements is not evident from a reading of the consent order. Therefore, evidence of the negotiations and contemporaneous property settlement agreements of the parties are admissible to clarify the uncertainty created when the non-modification provision of the order appears to be void as a matter of law. We also note that defendant does not seek to vary, add to or contradict the terms of the consent order. Indeed, she is merely trying to enforce the entire agreement as written. Further, it is clear that the consent order represents only part of the total settlement between the parties. As such, it is only a partial integration of the total agreement and parol evidence is admissible to show the balance of the transaction.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.