Does an Oregon court exclude prior agreements when the written contract is integrated?
Yes, to the extent of the integration. Under ORS 41.740, when the terms of an agreement have been reduced to writing by the parties it is considered as containing all those terms, and there can be between the parties no evidence of its terms other than the writing, except where a mistake or imperfection of the writing is put in issue by the pleadings or the validity of the agreement is the fact in dispute; the section does not exclude evidence of the circumstances under which the agreement was made or to which it relates, or evidence to explain an ambiguity or to establish illegality or fraud. The Oregon Supreme Court describes the rule as providing that a binding, completely integrated written agreement supersedes or discharges prior agreements within its scope; the rule does not prohibit extrinsic evidence when the writing is not an integrated agreement; and whether the parties intended a writing to be integrated is a question of fact for the court, which may consider all relevant evidence, including parol evidence. An integrated writing is only partially integrated if it omits a consistent, additional agreed term that was either agreed for separate consideration or such a term as might naturally be omitted in the circumstances; otherwise it is completely integrated, and a prior agreement is inconsistent with an integrated writing if it contradicts or negates an express term in it. On those principles the court held two quitclaim deeds were unambiguous, integrated writings that could not be contradicted by evidence of an asserted oral extension, so admitting that evidence was error (Abercrombie v. Hayden Corp.).
The trap
Whether the writing is integrated is a question of fact for the court, and whether an integrated writing is complete or partial may be decided on all relevant evidence, including evidence extrinsic to the writing (Abercrombie), and 41.740 itself keeps evidence of mistake, invalidity, circumstances, ambiguity, illegality and fraud available. The partial-integration route is narrow, though: the omitted term must be consistent with the writing, because a prior agreement that contradicts or negates an express term is inconsistent with it and stays out (Abercrombie).
7 authorities
- statuteORS 41.740enactment date not established
The words that state the rule
When the terms of an agreement have been reduced to writing by the parties, it is to be considered as containing all those terms, and therefore there can be, between the parties and their representatives or successors in interest, no evidence of the terms of the agreement, other than the contents of the writing, except where a mistake or imperfection of the writing is put in issue by the pleadings or where the validity of the agreement is the fact in dispute. However this section does not exclude other evidence of the circumstances under which the agreement was made, or to which it relates, as defined in ORS 42.220, or to explain an ambiguity, intrinsic or extrinsic, or to establish illegality or fraud.
The words that state the rule
The parol evidence rule, in brief, provides that a binding, completely integrated, written agreement supersedes or discharges all agreements, written or oral, that were made before the completely integrated agreement, to the extent that the prior agreements are within the scope of the completely integrated agreement.
The words that state the rule
The parol evidence rule does not prohibit the introduction of evidence extrinsic to a writing when the writing is not an integrated agreement.
The words that state the rule
Whether parties to a writing intended it to be an integrated agreement is a question of fact for the court. Land Reclamation v. Riverside Corp., supra, 261 Or at 183 (citing cases); accord Restatement (Second) of Contracts § 209, comment c (1979) (stating proposition). In answering that question, the court may consider all relevant evidence, including parol evidence.
The words that state the rule
An integrated writing is partially integrated if the writing omits a consistent, additional agreed-upon term, which was (1) agreed to by the parties for separate consideration, or (2) such a term as in the circumstances might naturally be omitted from the writing. Id. at 533 (adopting Restatement of Contracts § 240 (1932)); accord Restatement (Second) of Contracts § 216 (1979). Otherwise, the integrated writing is completely integrated. The trial court may consider all relevant evidence, including evidence extrinsic to the writing in question, to determine whether the parties intended the integrated writing to be a complete or partial integration.
The words that state the rule
A prior agreement is “inconsistent” with the terms of an integrated writing if it contradicts or negates an express term in the writing.
The words that state the rule
For the foregoing reasons, we hold that the quitclaim deeds are unambiguous, integrated writings that cannot be contradicted by evidence of the asserted oral sixth extension. Therefore, the trial court erred in admitting evidence of the asserted oral sixth extension, and the Court of Appeals erred in affirming the judgment of the trial court on the basis that the deeds were ambiguous.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.