A very quick understanding of Parol Evidence and Contract Integration in Florida

What prevents someone from signing your contract, and then later saying you actually agreed to a different contract, with new, additional, or changed terms??

Evidence of new or different terms is called "parol evidence", and this parol evidence is barred if the "parol evidence rule" applies. Parol evidence is not just verbal evidence, but it includes any extrinsic evidence, including written evidence as well. “The parol evidence rule serves as a shield to protect a valid, complete and unambiguous written instrument from any verbal assault that would contradict, add to, or subtract from it, or affect its construction.” Sears v. James Talcott, Inc.,?174 So.2d 776, 778 (Fla. 2d DCA 1965)).?

When does the parol evidence rule apply? The parol evidence rule applies when a contract is integrated; if a contract is integrated, parol evidence cannot be used to change or add terms to the agreement unless the agreement is ambiguous and can be clarified with the parol evidence. Jenkins v. Eckerd Corp., 913 So. 2d 43, 53 (Fla. 1st DCA 2005).

When is a contract integrated? A contract is integrated if the written agreement represents the full and exclusive agreement between the parties. How can you make sure your contract is integrated? Although not completely guaranteed, the inclusion of a merger clause is very good evidence that the parties intended for the contract to be integrated.?

What is a merger clause??"A merger or integration clause is '[a] contractual provision stating that the contract represents the parties' complete and final agreement and supersedes all informal understandings and oral agreements relating to the subject matter of the contract.'"?Jenkins v. Eckerd Corp., 913 So. 2d 43, 53 fn.1 (Fla. 1st DCA 2005) (quoting Black's Law Dictionary, 813 (7th ed. 1999)).?

Accordingly, if you include a merger clause in your written agreement, then most likely the agreement is integrated, and if the agreement is integrated, then most likely the parol evidence rule will apply and bar someone from using extrinsic evidence to try and add or change the terms of your written agreement.?

If you have questions about your contract or your rights under a contract, please call (239) 887-9325 or visit www.colemanlit.com.