Bar Exam Toolbox Podcast Episode 181: Listen and Learn -- Parol Evidence (Contracts)
In a case involving a fact pattern that could be on a law school exam, EDVA Judge Mark Davis provides a detailed analysis of a series of issues in a complex dispute between a yacht owner and a marine engine manufacturer. What...more
Welcome back to the Bar Exam Toolbox podcast! Today we're talking about the parol evidence rule, which governs evidence that parties to a contract dispute can introduce when determining the specific terms of the contract. In...more
When two parties enter into a contract, they often heavily negotiate the terms. In some circumstances, the parties may take weeks or months to carefully craft the wording of their contracts. In other circumstances, language...more
Enterprise Products Operating v. Trafigura, A G. asks, Who should pay when a “black blob” that had “the stench of a skunk” was left behind after $27 million worth of an odorless product is delivered from a ship?...more
If a tenant receives a verbal assurance from a landlord while negotiating a lease, and the assurance is not written in the lease, does the tenant have any recourse if the assurance turns out to be false? ...more
Today, I am picking up on my discussion of Kanno v. Marwit Capital, No. G052348, 2017 Cal. App. LEXIS 1150 (Ct. App. Dec. 22, 2017) in this post from last week and last year. Kanno involved the application of the parol...more
On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements. Kanno v. Marwit Capital, No....more
CPLR 3211(a)(1) allows a defendant to seek dismissal of a complaint when the defense is “founded upon documentary evidence.” “Documentary evidence”, however, is not defined by the CPLR – leaving many practitioners in the dark...more
A phrase currently in common usage begins with “‘cluster” and ends with a vulgarity that has been around for centuries. Saheid v. Kennedy presents facts that pretty much exemplify the meaning of the phrase...more
As generally understood, the parol evidence rule prohibits the introduction of extrinsic evidence to alter, vary or add to the terms of an integrated agreement. “Parol” is derived from the French word, “parole” meaning...more
Appellate Court Advance Release Opinions - AC36506 - Sidorova v. East Lyme Board of Education - Due to budget cuts, the Board of Education laid off the plaintiff who was a tenured French teacher. She sued for...more
This article explores possible measures that parties to commercial transactions and their attorneys can take to help ensure greater contract certainty when fraud claims of one type or another are not barred by the parol...more
Introduction - Following an economic downturn, lenders are inundated with lender liability suits typically based on purported promises to extend the maturity dates of loans, alter the terms of loan agreements, or to...more
It is a truism that a liability insurer’s duty to defend is extremely broad—especially in states that apply the “four corners rule.” Under that rule, the insurer has a duty to defend whenever the underlying complaint alleges...more
How many websites and marketing materials have you seen that identify a company’s suppliers and other vendors as “partners”? Does this mean that the company actually intends to communicate that it has formed a legal...more
AC34780 - Loiselle v. Browning & Browning Real Estate, LLC - Prospective purchaser sued the listing realtor when GMAC rejected their 94k bid subject to inspections for a piece of REO property in favor of a 90k,...more
The California Supreme Court’s recent clarification of the fraud exception to the Parol Evidence Rule weakened the effect of contract integration clauses, and may mean lengthier, and more costly, litigation for businesses. ...more
What do a church, comedy club and bingo parlor have in common? It turns out, construction. To be more specific, a lot of electrical work. It starts with the recent decision of the South Carolina Court of Appeals in Boykin...more
One of the quintessential principles of the Bankruptcy Code is that when a debtor assumes an executory contract, it must assume the contract as a whole – a debtor cannot cherry pick the contract provisions it wants to assume...more
Yesterday evening, I had the pleasure of moderating a panel comprised of two distinguished in-house counsel, Zachary Zahrek and Teigue Thomas, discussing liabilities and litigation risks that arise from contractual...more
Letters of intent and other similar pre-contractual documents, such as term sheets or memorandums of understanding, are used extensively in California real estate transactions as a means for negotiating parties to demonstrate...more
As generally understood, the parol evidence rule prohibits the introduction of extrinsic evidence to alter, vary or add to the terms of an integrated agreement. ”Parol” is derived from the French word, “parole” meaning...more
The California Supreme Court recently held that a borrower may rely upon oral promises to support a fraud claim against its lender even when such oral promises contradict the written agreement....more
In Schron v. Troutman Saunders LLP, 2013 NY Slip Op 00952 (N.Y. Feb 24, 2013), the New York Court of Appeals held that the phrase “other good and valuable consideration” within a contract was not ambiguous, and therefore...more
Last month, the California Supreme Court overruled longstanding precedent and restored to full force the fraud exception to California's parol evidence rule. In Riverisland Cold Storage, Inc. v. Fresno-Madera Production...more