Does our integration clause shut out evidence of what was said before signing, in Washington?
Only for adding or contradicting terms, and only if the writing really is an integration. The parol evidence rule applies only to a writing intended by the parties as a final expression of the terms of their agreement; whether it is, is a question of fact on which the trial court must hear all relevant extrinsic evidence, oral or written. If the writing is completely integrated the extrinsic evidence is disregarded; if only partially integrated, additional terms may be proved only insofar as they are not inconsistent with the written terms (Emrich). Separately, for INTERPRETATION Washington follows the context rule: extrinsic evidence is admissible as to the entire circumstances under which the contract was made, as an aid in ascertaining the parties' intent, whether or not the language is ambiguous (Berg v. Hudesman). That evidence is used to determine the meaning of specific words and terms used, not to show an intention independent of the instrument or to vary, contradict or modify the written word (Hollis v. Garwall, quoted in Hearst), and the parties' unexpressed subjective intent is generally irrelevant if intent can be determined from the words used (Hearst).
The trap
Two edges a boilerplate merger clause does not control. Integration is found as a fact after hearing extrinsic evidence, and in Black v. Evergreen Land Developers (as Emrich describes it) parol evidence was admitted to show a boilerplate integration clause was false, because a party is not bound by a false recital of fact. Know how that argument actually ended, though, because Emrich is the case that refused to extend it. The Court of Appeals in Emrich relied on Black to uphold the admission of an oral promise not to terminate a lease, and the Supreme Court of Washington answered that "The court's reliance is misplaced": in Black the oral covenant "did not conflict with the substantive provisions of the deed and thus was admissible under the doctrine of partial integration", while in Emrich the oral agreement "does conflict with a substantive provision of the written lease — a cancellation clause — and is therefore inadmissible under the parol evidence rule". The trial court's decree of specific performance was reversed. So the false-recital route attacks a recital that is false; it does not license an oral term that contradicts a substantive written one, and a party planning to run it should plan on Emrich's result rather than Black's. And the context rule lets surrounding circumstances in to interpret even an unambiguous integrated writing; what they cannot do is add a term that contradicts it.
9 authorities
The words that state the rule
However, the parol evidence rule only applies to a writing intended by the parties as an "integration" of their agreement; i.e., a writing intended as a final expression of the terms of the agreement.
The words that state the rule
In making this preliminary determination of whether the parties intended the written document to be an integration of their agreement, which is a question of fact, the trial court must hear all relevant, extrinsic evidence, oral or written. Barber v. Rochester, supra at 698. If, after hearing all the evidence, the court determines that the writing is the final and complete expression of the parties' agreement — i.e., completely integrated — then the extrinsic evidence is disregarded.
The words that state the rule
If, however, the court finds that the parties intended the writing to be a final expression of the terms it contains but not a complete expression of all terms agreed upon — i.e., partially integrated — then the terms not included in the writing may be proved by extrinsic evidence only insofar as they are not inconsistent with the written terms.
The words that state the rule
The Court of Appeals recognized the conflict between the oral and written agreements but, nonetheless, upheld the trial court's admission of parol evidence, relying upon Black v. Evergreen Land Developers, Inc., supra, in support of its decision. The court's reliance is misplaced. In Black, the buyer of real property sued to enforce an oral *558 agreement with the seller that a particular view would never be impaired. The earnest money agreement contained a boilerplate integration clause which stated: " 'There are no verbal or other agreements which modify or affect this agreement.'" Black, at 250. Although this court found that evidence of the oral covenant conflicted with the boilerplate integration clause, we held that parol evidence was admissible to show that the integration clause was false because "'a party to a contract is not bound by a false recital of fact". (Italics ours.) Black, at 250, quoting Cook v. Vennigerholz, 44 Wn.2d 612, 616-17 , 269 P.2d 824 (1954). However, we also found that evidence of the oral covenant did not conflict with the substantive provisions of the deed and thus was admissible under the doctrine of partial integration. In this case, evidence of the oral agreement does conflict with a substantive provision of the written lease — a cancellation clause — and is therefore inadmissible under the parol evidence rule.
The words that state the rule
They brought an action seeking to prevent petitioners from exercising a right of termination expressly provided for in the written lease, claiming that petitioners had orally agreed not to terminate the lease until the property was "ready to be developed." The trial court admitted evidence of the oral agreement *553 and entered a decree entitling respondents to specific performance of this agreement. The Court of Appeals, Division One, affirmed. Emrich v. Connell, 41 Wn. App. 612 , 705 P.2d 288 (1985). We reverse.
The words that state the rule
We now hold that extrinsic evidence is admissible as to the entire circumstances under which the contract was made, as an aid in ascertaining the parties' intent. We adopt the Restatement (Second) of Contracts §§ 212, 214(c) (1981).
The words that state the rule
Whether or not ambiguity is apparent from the face of a contract, evidence of the circumstances of the making of the contract is admissible. We reject the plain meaning rule and expressly adopt the context rule as the applicable rule for *679 ascertaining the parties' intent and interpreting written contracts. The trial court is reversed and the matter remanded for proceedings consistent with this opinion.
- case154 Wash. 2d 493Hearst Communications, Inc. v. Seattle Times Co.Wash.decided 2005read it at the source ↗
The words that state the rule
In Hollis, we sought to clarify the meaning of Berg: Initially Berg was viewed by some as authorizing unrestricted use of extrinsic evidence in contract analysis, thus creating unpredictability in contract interpretation. During the past eight years, the rule announced in Berg has been explained and refined by this court, resulting in a more consistent, predictable approach to contract interpretation in this state. Hollis v. Garwall, Inc., 137 Wn.2d 683, 693 , 974 P.2d 836 (1999) (citations omitted). Since Berg , we have explained that surrounding circumstances and other extrinsic evidence are to be used “to determine the meaning of specific words and terms used” and not to “show an intention independent of the instrument” or to “vary, contradict or modify the written word.”
- case154 Wash. 2d 493Hearst Communications, Inc. v. Seattle Times Co.Wash.decided 2005read it at the source ↗
The words that state the rule
Thus, when interpreting *504 contracts, the subjective intent of the parties is generally irrelevant if the intent can be determined from the actual words used.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.