law-parol-evidence-rule | contract interpretation and enforcement | integration and merger clauses | best
evidence rule | contract ambiguity |
When may a Court consider Parol Evidence in contract interpretation?
Generally, a written instrument presumes that all prior agreements relating to the transaction have been
merged into it and it will be enforced as written and cannot be added to, varied, or contradicted by parol
testimony. See Baroid Equip., Inc. v. Odeco Drilling, Inc., 184 S.W.3d 1, 13 (Tex. App.—Houston [1st Dist.]
2005, pet. denied); Wilkins v. Bain, 615 S.W.2d 314, 315 (Tex. Civ. App.—Dallas 1981, no writ). This rule is
particularly applicable where the written contract contains a recital that it contains the entire agreement
between the parties or a similarly worded merger provision. See Weinacht v. Phillips Coal Co., 673 S.W.2d
677, 679 (Tex. App.—Dallas 1984, no writ).
However, in case of an incomplete instrument, an exception to the parol evidence rule applies, even though
fraud, accident, or mistake is not shown. Robertson, Inc. v. Webster, 679 S.W.2d 683, 688 (Tex. App.—
Houston [1st Dist.] 1984, no writ) (concluding oral agreement regarding time of delivery of pickup truck to
customer was not inconsistent with terms of agreement between car dealer and customer, for purposes of
determining whether dealer's false representations regarding the delivery date were actionable under the
Deceptive Trade Practices - Consumer Protection Act, notwithstanding the presence of a merger clause in the
sales order form, where the instrument itself referred to ―delivery‖ numerous times and yet contained no
SOURCE: CORPUS CHRISTI / EDINBURG COURT OF APPEALS - 13-08-00263-CV - 10/20/11
THE ROLE OF PAROL/EXTRINSIC EVIDENCE IN CONTRACT INTERPRETATION
Although extrinsic evidence is generally not admissible to vary the terms of an unambiguous agreement,
extrinsic evidence may "be admissible to give the words of a contract a meaning consistent with that to which
they are reasonably susceptible, i.e., to 'interpret' contractual terms." Mescalero Energy, Inc. v. Underwriters
Indem. General Agency, Inc., 56 S.W.3d 313, 320 (Tex. App. - Houston [1st Dist.] 2001, pet. denied) (quoting
National Union Fire Ins. Co. v. CBI Indus., Inc., 907 S.W.2d 517, 521 (Tex. 1995)).
And expert testimony may be useful in explaining the commonly understood meaning in the industry of a
specialized term. Mescalero, 56 S.W.3d at 320.
In medical cases, the general rule is that expert testimony is necessary to establish causation as to medical
conditions laying outside the common knowledge and experience of jurors. Guevara v. Ferrer, 247 S.W.3d
662, 665 (Tex. 2007).
Parol Evidence Rule
David J. Sacks, PC v. McIntre Haden, No. 07-0472 (Tex. Sep. 26, 2008)(substituted per curiam opinion on
motion for rehearing)(parole evidence rule bars evidence of oral agreement to cap attorney fees)
DAVID J. SACKS, P.C. D/B/A SACKS & ASSOCIATES v. CHARLES MCINTYRE HADEN, JR., INDIVIDUALLY,
AND CHARLES MCINTYRE HADEN, JR. & COMPANY D/B/A HADEN & COMPANY; from Harris County; 1st
district (01-01-00200-CV, 222 SW3d 580, 03-08-07)
motion for rehearing granted
The Court's opinion and judgment of July 11, 2008 are withdrawn and the opinion and judgment of this date
Pursuant to Texas Rule of Appellate Procedure 59.1, after granting the petition for review and without hearing
oral argument, the Court reverses the court of appeals' judgment, renders judgment in part, and remands the
case to the court of appeals.
Per Curiam Opinion
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