[Music] hey y'all breakfast Drizzy back this time with a video on the parole evidence rule so we finally finished all the lessons dealing with defenses the defenses to formation and then the change circumstances defenses and now we are looking at this bigger question of what are the terms of our contract if we have a contract how do we determine what the terms are where they come from and how do we understand those terms or interpret those terms and keep in mind that it's only when we understand the terms that we can properly determine whether someone has breached right until we understand what exactly the obligations of the parties are what their duties are to one another we can't determine whether they have fulfilled those duties or not which is why we're taking it up now before looking at the concept of breach so let's look right to it and set up this basic or typical factual scenario which is the general situation in which this parole evidence rule comes up and as I said at the outset one one of the things we're looking at is establishing the terms of the contract the parole evidence rule is is a rule that is aimed at saying where should those terms come from from what evidence can the court or the finder of fact uh what can they look at to determine what the terms of the contract are and in particular in this kind of setting here that with the typical factual scenario first requiring that the parties have reduced their agreement their contract to writing meaning they've reached an agreement they've memorialized it in writing and that writing is going to now obviously serve as evidence of what they have agreed to and what will typically happen when the parole evidence rule comes up is the second thing in the typical factual scenario is that there is some sort of dispute that arises one of the parties will be contending that the other party didn't do something that they were required to do or didn't do it the way they said they would do it and now one of them is going to say okay the in but that's not in the contract our entire agreement is listed or in contained in the writing that we established that we wrote out our entire agreement is there that's where all of our terms are and the other party is saying no no no we orally agreed either before they executed you know reduced everything the writing and executed the written agreement or as they were sitting at the table executing it there was some oral understanding or agreement that was reached and that that part is contending will remember that we said this or we agreed to this other thing and the other party's saying no no no it's not in there it's not in the written agreement had we agreed to it surely we would have put it in the written agreement and so that's how we end up in this situation where we have to decide well what do we do do we stick by and say well there's only the written agreement should be considered or do we allow evidence of this alleged oral agreement or understanding to come in to evidence so let's put some meat to this as we look at things here and look at a more concrete example so let's assume that I own a hotel I'm going to sell that hotel to you and I say to you I will sell you my hotel including the furniture for two million dollars now we're having an oral discussion here and then you say okay but can I have a year to pay the purchase price and I say sure that's not a problem let's have the lawyers draft the agreement and you are readily agreeable right you say great sounds good and there we have an oral agreement right if we were to just look at it now you are agreeing to buy my hotel with all of its furniture for the price of two million dollars you're going to have a year to pay it off that's the oral agreement that we entered into and so we can see it there laid out here the oral contract between me and you I'm giving you the hotel and the with the furniture and you're going to pay me two million dollars over the course of one year you have to pay it off and so the lawyers get to work and they are preparing this agreement and there it is in all of its glory and I sign it and you sign it and so we have a written agreement and it's terms say this they say I Tracy hereby agree to sell my hotel to you for two million dollars amount to be paid by you in six months signed Tracy signed you so it should as you look at this a couple things strike you that are not actually here or are different than what we orally agreed to that the writing if we look at that we can say well it's missing the two year term right it says six months right or it's missing two terms not two-year term it's missing what the furniture it says nothing about the furniture in the hotel being sold with it but what we orally agreed to mentioned the furniture and we orally agreed to one year term not six months so if we look at this then the the written agreement looks like this it says I'm going to give you the hotel alone no mention of furniture and you're going to pay me the two million dollars within six months only so if we compare and we look say this is the oral agreement and this is the written agreement then we know these are the differences that orally it was the hotel and the furniture with in writing it was the hotel alone that with the price the price is the same that didn't change in this uh transition uh reducing it to writing so but the time period for paying it off did orally we said one year and yet the written agreement says only six months so when we look at this then let's assume that we perform and so I right despite the fact we have this discrepancy there's a written agreement and then I am complying with the written agreement right I'm saying here's the hotel and no furniture and you're saying I'm complying with the oil agreement I am paying you two million dollars over a period of one year and so when we look at this you sue me because there's a breach right you're saying well there's no furniture you orally said you would provide the furniture I'm suing you because you're taking more than six months right the the writing says six months and you're going but the oh we already said a year so I'm saying well I'd prefer to have my money earlier so here obviously everything favorable assuming I really do want the whole the furniture from the hotel then we can say that the written agreement helps me because it includes no furniture right I'm having to give you last although to be fair in in real life I would have to deal with uh I would have to find something to do with all that furniture but uh and that you have to pay me sooner in six months rather than a year so it helps me in this particular case and particularly as I performed it covers me entirely right because I didn't give you the furniture so that's great because the written agreement doesn't require that and I would like my money earlier so I'm suing saying that I would like to use it my money within six months not within a year but so in if all we had around was the written contract and it it is from that that we definitely draw all our terms then that would mean that I win right because everything I want is can is consistent with the written agreement but we have this oral agreement out there and that obviously helps you because it includes the furniture which you want because if you're going to use it as a hotel that you either want the furniture to come with it uh or you've got a plan to pay for it obviously that would be a large expense in addition to buying the hotel itself and you would prefer to have a little bit longer time and well not a little bit longer double the time to pay it off so those are so the oral agreement is consistent with what you would like to occur so if you can get this evidence of this oral contract to come in between you and I then you have a chance of prevailing but absent that I'm going to win so you then are going here court is evidence of the oral agreement so you're offering this evidence keep in mind this situation this fits the typical fact pattern that we have a written contract you and I and that there's a dispute that arises I'm insisting that the written contract is that's our agreement that includes all the terms that we agreed to and what they were and you're saying oh no no no there was an oral agreement that was before that that preceded that written agreement so that's your argument and so the question when we're faced with the parole evidence rule is what do we do in this kind of situation it's great we now kind of see how the typical fact pattern works but how does a Court decide and the parole evidence rule is is what comes Sweeping in here and we want to ask ourselves in situations like this well do we in fact have a parole evidence rule problem is this a parole evidence problem or issue and the answer is we have a written contract it is this situation as we just said one party me Tracy is claiming that all the the writing contains all of the all of the terms and you the other party are claiming that no there's also this oral agreement we had that pre-existed the written agreement and it should come in evidence of that should come in as as evidence of what the terms either what the true terms of the agreement are or as additional terms so we definitely have what looks to be a parole evidence rule issue so we have to go to step two which so we look at the and we're applying here just the first step right we said we have a written contract I'm claiming the writing you're claiming the oral agreement we've said it now three times so we're pretty clear on it right so let's go to the second step is which is we're now going to examine the writing itself to answer the question of whether you can get evidence of the oral agreement in meaning in the record then and and if we're having a trial then considered by the finder effect or that kind of thing then we the court needs to look at the writing this written alleged written contract to say well what is it what level of integration is it and to say that we're asking was it intended by the parties to be final was that the final meaning the final expression of our agreement of our contract and two if it is if it was intended to be the final expression of our agreement was it intended to be a complete expression meaning did we intend it to Encompass all of the terms of our agreement we intended it to be the complete expression of our agreement between you and me and so to say final it is this it is the is it the final expression of that now to be fair this this is written in a uh I guess a more accurate way than what I just said which is to say when we're asking final expression it is quite possible that a court will say well at least part of this appears to be a final expression of the terms that are there but maybe not all of it and we'll talk more about that so that's why it said one or more terms it doesn't necessarily it doesn't have to rise and fall entirely together right all of it so complete means is it is it the kind of thing that you and I intended to Encompass all our terms as we said a complete expression but we now have to ask well how does the court even know that what does that even mean to and like those are nice words and maybe you think you understand what they mean but there is should be this Burning question which is how do I have any idea how how to determine if it's final if it's complete there are two approaches which is great right because already is somewhat complicated technical topic we're going to complicate even more by saying well realistically uh when courts are doing this there's a split jurisdictionally there's a split so there are two approaches that have Arisen and I am going to call them classic and modern you might hear them called different things like four corners or Williston and Corbin or whatever I'm calling this a classic jurisdiction it's sometimes called the Four Corners jurisdiction what it means is that the chords only going to consider the writing itself when it's assessing right what you might say like what are you doing here Tracy I don't understand the context what these approaches are getting at is when the court is looking and saying should we treat this written agreement that the parties are offering that I am doubling down on I tracing saying this is it this is everything about the sale of the hotel to this other dude then I am there is this question when we're looking about how much weight should we give to the writing how important is it should we treat it as if it is it is it that's the that income that is what was intended to express their agreement and to determine that there are two approaches that courts follow one is called a classic jurisdiction or four corners approach another is called a modern jurisdiction and it's a sort of all the fact you know consider all the surrounding facts and circumstances approach so what the courts are doing is they're going we're going to assess this writing to decide what it is but the question is in assessing it to determine is it final is it complete should we treat it as an integration they are going to say what is it they should be looking at in a classic jurisdiction the answer is the only thing they should consider and will consider is the writing itself the re and to to determine did the parties intend this agreement to be the final and complete expression of their agreement and so that's what they're doing right they're looking at and going is it final is it complete they're assessing it but only looking at the writing and there might be a merger Clause get it Clause Santa Claus hot merger Clause yeah it's per it's funny come on so here this is in a classic jurisdiction if there's a merger clause or what's also called an integration Clause then that would be disposited because we're looking at the writing itself and that's all we're assessing and so if the parties themselves have included a provision in the agreement saying this is the final and complete expression of our agreement which is what a merger clause or an integration Clause is it's dispositive meaning it determines the issue you're done if it says that then we'll see yes it's an integration and in fact it would be called a total integration or complete integration so that and we'll see what who cares what what what's the effect of that what we'll get there the other approach is a modern jurisdiction as I mentioned we're looking at the entire context the entire world surrounding the execution of this agreement are we considering the writing itself also absolutely that's one of the things we're considering but also all the surrounding facts and circumstances and we're still asking the same question is the writing final is it complete we're still assessing for that reason and then there's got a merger Clause I mean it's not a clause but still Christmas see still funny so here it instead of the merger integration Clause being dispositive it only raises a presumption it only raises a presumption that the writing was intended to be the final and complete expression of the party's agreement so it is not conclusive any longer or um so so in that way it can be rebutted by other other evidence so when when a courts are doing this regardless of what approach they're following and keep in mind the majority Pro Approach at this point is the modern approach the and the classic approach being the older approach and the minority approach so here there's three when a court is assessing using one of these approaches there's three possible outcomes they could they could decide I think this is a total integration because it appears to be final and complete based on all the evidence right or it could be final and incomplete and keep in mind what you might say well how what's fine oh and complete doesn't make sense it does if you stop to think what we're saying we're saying what's there the terms that are there are final but it doesn't include all the terms the terms in the writing appear to be the final expression of those terms but they are not not every term is there and so therefore it's incomplete but there are various reasons we may land on the position that a writing is partially integrated but the effect is to say we have some of the terms those are your final but there are other terms that could exist that um that may be admissible and we'll look at that more detail in just a second and then you could have a court look at the writing and go I don't even think this is a final expression of those terms so maybe it's a draft of some possible writing that the parties were kicking around but it was never intended to be a final expression of any part of their agreement that this writing whatever it is was not intended to be the final expression of any of their agreements and for that reason we don't even you know you you're not we're not even going to look and go is all of it there because we've just said whatever it is none of those terms are final so it doesn't matter it's certainly not going to be any version of complete or incomplete because it's just like well it's there it can you know maybe the writing can come in as evidence but it probably isn't worth a lot of weight because it appears to just be something that was you know considered kicked around a possible drop but not any sort of final expression so regardless of the outcome right regardless of the outcome we we look at here where we go it's fine if we go if the court goes it's total integration or it's partial integration or it's not an integration we still need to answer the question of is this evidence and in our particular example that you were trying to put in of an oral agreement between you and I that has a provision about the furniture which is that so that term and then the term about the the the amount of time to be paid that it's actually a year rather than six months right rather than what the writing says which is six months so regardless we still need to decide well okay we're not done wherever whatever bucket or category we put this written agreement that you and I have in as total partial or not integrid we ultimately would still need to go to step three so let's apply what we just said and assessing what our agreement is so how do we do that well if we're in a classic jurisdiction remember we are just looking at the writing itself and it doesn't say anything about a closing date if we were saying what kinds of things are missing it doesn't really describe the property it's just about my hotel it includ Ing and it includes the payment date if you're looking at that there are terms that are obviously missing uh that you would look at that and go man this is doesn't seem like everything you would expect to be in there is there so it is likely that this is just a partial integration what's there maybe the looks to be the final expression of that term uh but it doesn't and appear to include everything so that would mean it's a partial integration in a classic approach where we were just focused in on the writing itself now in a modern approach we're going to apply that approach we would look at everything we just said about what's in and what's out about about the price being in there about the closing dates missing about the subscription not being anything other than Tracy's Hotel all that stuff would still be considered plus we could say well the lawyers drafted the written agreement and that there we had a formal signing you and I and um that we can look at this and go well one of The Oddities and of a modern jurisdiction is that Accord even in assessing how to categorize the written contract can say well we're going to look at this extrinsic evidence too to see what purpose it serves this oral agreement and the extrinsic evidence here could and keep in mind the courts only at this point considering for the purpose of going well let's you know maybe that sheds some light on how we should think about how much weight this writing should be whether it's final and complete and here the extrinsic evidence would clarify some of what's going on although uh it it doesn't necessarily mean that that you know we're not not saying oh it's definitely coming in but I don't think you land in any different place I don't think the surrounding circumstances put us suddenly over to a total integration or not integrated at all and then you land in basically the same place so that means we have to go to the next step which is to say okay we've decided yeah we had a pro we have a pearl evidence rule issue where we are assessing the right and you say is it final and it's going to complete and you know what is what level of integration is it or category or bucket and we said that it is a partial integration okay does that mean you can or cannot put in your evidence of the oral agreement and how does the court determine that well they're going to look at one the level of integration that was determined we just said partial we'll get we'll walk through that in a second but we're also going to look at if we look at this extrinsic evidence all we mean by extrinsic evidence is it that we like to use really big words but it also means that we with extrinsic we're saying just outside of the written agreement that the evidence that you are offering and if we were saying not just this hypothetical or considering as in this lesson but broadly it's any time a party is offering evidence of of something external to the agreement we call that extrinsic evidence hear that you're offering extrinsic evidence because it's something outside the written agreement evidence of an oral agreement which could just be you on the stand testifying about the oral conversation okay keep in mind that's what the kind of thing we're talking about and here the question the other question the court will need to consider and going should we allow this in or not is not only the level of integration that we just determined in the previous step but also when we look at this evidence is it consistent or inconsistent with the rest of the agreement is it consistent or inconsistent with the written agreement right the consistent or inconsistent with the written agreement so does it contradict or is it a consistent additional term so how do we combine that well let's look at it if you have a total integration right if something is totally integrated we would go what's the rule if something is a total integration if that's what the court arrived in in the previous step then it no Contra the parole evidence rule says no contradictory evidence can come in so nothing that contradicts the writing the terms of the writing and additionally no consistent additional terms can come in either so if it's a total integration the court is saying that right written agreement was intended to be the final and complete expression of the party's agreement we are not letting in any extrinsic evidence at all to cast you know doubt or to try to change it right to try to add or change it I'm not allowing it so on the on the so on this end of the spectrum the total integration the answer is no extrinsic evidence is coming in the parole evidence rule borrow bars that evidence from coming in with a but if we're in the middle if we go it's a partial integration meaning which is what we said in our case and we'll apply it to our facts in a second but if it's a partial integration meaning what's there is complete but or what's there is final but not complete then the court will say you still can't contradict what is there you cannot put in extrinsic evidence to contradict the terms that are in the writing however if it's a consistent meaning non-contradictory consistent additional term then it can come in it can and so this we're allowing this extrinsic evidence assuming it's a consistent addition National term you're offering the evidence to show here is a consistent additional term not to contradict what's there if the court goes that's not integrated at all meaning that it wasn't that writing wasn't intended to be a final expression of anything then all bets are off or on the total opposite end from Total integration everything's coming in you can contradict it and you can add consistent additional terms because we don't think the writing should needs to be treated as sacrosanct it's nothing special right there's nothing about it that is particularly worth any weight so we would allow the evidence to come in so on each extreme the answer is really straightforward right if we come out of the the analysis going it's a total integration then we know that evidence ain't coming in and if we come out of the the our analysis and go that's no integration then we know that evidence is coming in at least as as far as the parole evidence rule is concerned and what with partial integration then that's where we have to go is that evidence consistent or inconsistent with what what's in the written agreement so let's talk about that so with a partial integration then and we're applying it remember we said the written agreement between you and I about this purchase and sale of the hotel for two million dollars that that was a partial and that that written agreement was partially integrated meaning what we said that means no no evidence can come in that would contradict it the terms that are in it but you can have consistent additional terms so we can supplement it with consistent additional terms so what are those consistent additional terms well here the furniture term is a consistent additional term right because the written agreement doesn't say any anything one way or the other it is silent about the furniture so this would be considered a consistent additional term that's fine it wouldn't be allowed to come in so your evidence of the oral agreement as far as it concerns the furniture could come in but as to the change in the payment term the writing says six months and you're going well there was an oral agreement that said one year that directly contradicts and by contradict keep in mind we're not saying it has to like negative it out it doesn't have to be like it's it is the non-six month provision now no it it it's like if what it's doing is changing in the term uh in a way that is not at all consistent then that is a that's contradiction here saying the payment term is actually 20 you know double it's actually a year rather than six months is contradicting exactly what the what the uh right the written agreement says so what then should we conclude from this well that means that the the consistent additional term the one that is doesn't contradict what's in the partially integrated written agreement that you and I have that's coming in it's admissible but the evidence about the one-year payment time period would not be missile it would not come in so that's where we land and we have to keep in mind though if something is not admissible if some if some you know all of the evidence being offered or some portion of it it of what's being offered is not admissible then we need to look at the exceptions we need to go to this last step and go well even though it it this is a partially integrated written contract and this is contradictory evidence should it be allowed to come in and there are five exceptions here and the way to think about these except questions is you need to back up a second and we'll walk through these I'm not going to go into excruciating detail although I will talk through them because some of these concepts are going to hit more and in future lessons but know that when we're talking about the parole evidence rule that what you want to think here particularly with these five exceptions that you want to ask yourself for what purpose is this party offering this evidence what is the purpose or the reason they are offering this evidence so in our example it would be why are you offering this evidence because almost every single one of these exceptions is there is a purpose that is different than what the parole evidence rule was intended to capture and by that I mean and hopefully this is clear as we just went through the the basics of the rule is keep in mind that that rule is triggered and applies in situations where the party offering the evidence which was you in our example is offering to say either here is an additional term to the contract or here is a different term to the contract so here this evidence that I am offering I am offering for the purpose of adding a term to our contract about the hotel or I am changing a term of in the contract about the hotel that that's what the parole evidence rule is aimed at and concerned about whereas all of these exceptions the party is not offering the evidence for that purpose they are not offering the evidence to add a term or to change a term of the agreement in the hotel example you were offering the one term to add the term of the furniture is being sold along with the hotel and you are offering the other term to say well actually the payment term was not six months but one year those are precisely the kind the two things the parole evidence rule is aimed at but if the evidence instead is being offered by the party for the purpose of interpreting the agreement meaning that they are offering it not to add a term not to change a term but in order to explain what was intended by the parties to say let me Court give you some evidence that shows what we intended when we said spring 2024 was the completion the first day of spring 20 224 was the completion date let me explain what we meant by that term and so it it is saying this is what was intended rather than adding a term or changing a term it's explaining it and I'll say more about interpretation in a second but then a subsequent agreement so subsequent agreement typically means that the parties had a contract like they say you and I we entered into an agreement and then later we may let's say after we executed the written agreement we orally agreed to something meaning we modified it we orally agreed to modify our agreement that is subsequent to the written agreement so subsequent agreement means subsequent to the execution of the written agreement because again the parole evidence rules saying okay the parties were negotiating negotiating negotiating and then they they you know put everything in writing and executed that writing and if something isn't in there we're real real concern if someone's going to offer evidence about it because surely if they wanted to put it in their contract they would have put it in the writing and they didn't so that seems like it was purposely excluded that concern is not here if what's going on is the party is offering evidence of something that was allegedly agreed to afterwards subsequent to the written contract that is typically a contract modification so the other thing is you could be offering evidence for the purpose again not of adding a term not of changing a term to the contract but saying I'm offering this evidence to show that some defense is I'm offering it to prove a defense right to prove misrepresentation to prove um mistake to prove uh unconscionability any of these other defenses to formation that we have covered that those you can put in that evidence even though it is quote extrinsic to the written agreement or external to it you can still do that it can be shown used to show a collateral agreement meaning that there was some other agreement that was made at the same time with its own offer acceptance consideration it is collateral to or supplemental to the contract that was agreed to and so again the party is not offering the evidence to add or change the terms of the main agreement like the hotel agreement but is saying no we also agreed to this other thing with that that's his own little contract that it it that you know they agreed that they would also uh continue to provide landscaping for it landscaping services before the Hotel the hotel uh grounds for the next year after the sale and yeah it's not in the writing but we had it we separately agreed to that and I agreed to pay an additional an additional fifty thousand dollars for that to occur and so there was this collateral agreement is it about the same subject matter yeah it relates to hotel or at least it relates to that something around but but I ain't trying to change the terms of the agreement I'm just trying to say there was a there's a collateral agreement over here or you might say and this is the one that for a lot of people doesn't uh isn't immediately cleared them which is this again this is a situation where the party is not offering the evidence to change the terms or to add terms but what it's doing is it's saying we agreed that this written agreement about the hotel is that it wouldn't have any legal validity at all that it wouldn't be legally effective it wouldn't be legally enforceable or valid and lessen until this event occurred and it could be something as simple as we agreed and lessened until this was signed off on by my lawyer that as being A-Okay that it wouldn't be given effect so it's like you and I sit down we execute a written agreement and then we orally agree that well just just remember this isn't anything it has no legal effect unless my you know unless my lawyer unless my boss or unless whatever somebody signs off or unless this thing occurs that then it won't be given any legal validity so the condition there is it's evidence saying I'm not trying to change the terms of what's in the writing I'm just saying we agree this thing meant nothing legally unless and until whatever event had to occur had to occur so that's what we mean there with that last exception so if we kind of bring it all together right and say what does this look like we're asking one is there parole evidence rule issue at all and we said the typical fact pattern right that you know that you have a written agreement there's a dispute that arises then one of the parties is saying well everything we agreed to is in the writing and the other party's going well now uh there were also this oil agreement that we made or also there are things in this right it doesn't have to be oral right it could be oh no they're also we also sent this letter you know we had this letter we talked about or whatever this email exchange or this text exchange whatever it is that is evidence you're trying to get in of some additional or different term and then we're looking and going the Court's going okay and it's doing this why in order to decide whether the party should be allowed the party claiming that there are additional or different terms contained in a right you know some sort of text or email or in an oral discussion then the Court's going well I don't know if that should come in or not because we have a written agreement so let's look at the writing to decide what are the parties intended to be that they intended to be the final and complete expression of their agreement so we're doing that to decide how important is this how much weight should we give it because if they intended to be final and complete and we're going to say it's a total integration that's the most weight we could possibly give it right or is it just nothing it's just a draft they were kicking around and therefore it's off here is not integrated at all and it it we don't need to give it much weight at all so then after we remember after we decide is it total partial or non-integrated then we're looking to say is it admissible and we said if uh if it's totally inner you know we'll review the specifics in a second but we're going is it admissible depending on what kind of integration and Miss what a miserable the evidence that's being offered right that of additional or different terms and then if if either all or part of the terms that are being offered are not admissible you want to go to that last step and go well does one of these five exceptions apply so just to bring it home when we're asking is it at issue then we say a dispute arises one party's claim so we have a written agreement dispute arises one says all the terms are here the other party goes no they're somewhere else and then that party is offering evidence to show of this additional or different contract term and the court then has to go to the integration step right it let's look at the writing is it integrated if so what kind right then the judge looking at this we said there are two approaches there's a classic approach and which she will end a modern approach under a classic approach she's going to look at the written contract only limit herself to the four corners of the agreement to make this decision in a modern context modern uh jurisdiction she's going to look at the entire context surrounding the written agreement to decide what to to categorize it as either complete partial or non-integrative member complete means that it is both the final expression of the agreement and includes all the terms partial means what's there it the terms that are there that's the final expression of them that's what the parties intended as the final expression of those terms but doesn't include all the terms then non-integrated means it wasn't intended to be a final expression of anything so then if it is if we you know after we've the judges categorize it we must go to the next step to say what is admissible we said if there is complete integration partial integration not integrated if it's a complete integration then that parole evidence that extrinsic evidence is is out so if it's partially integrated then we said we've got to ask ourselves is that evidence of additional different terms is that are those consistent or inconsistent with what's in the written agreement if they are inconsistent if they're consistent they come in right consistent additional terms if they're inconsistent then they're out if it's not integrated everything's coming in right so we complete integration and no integration on total opposite ends of the spectrum so with any of these remember anything that is refused we need to ask well does it fall within one of these exceptions and remember it's real important here oh I spoiled it and then I take it all away obviously I misorganize my my slides there so here exceptions so remember with interpretation we're saying the evidence is being offered by the party not to editor not to change term but to explain it to explain it and it's important to understand that you can only do that um if if you're under the common law if there's an ambiguity that needs explaining so the common law insists that you need an ambiguity to uh in order to be able to say I'm putting be able to say my purpose in putting this evidence in is to interpret it common law says well there's nothing that needs interpreting or explaining then that can't be why you're putting it in the UCC takes a much more liberal approach me meaning that you don't need an ambiguity as long as it's true that you're putting it in for the purpose of interpretation now one thing to note here in when we are finding an ambiguity if we're if we're in a common law context and we are trying to find asking ourselves is there an ambiguity well remember there were two approaches to determining whether there was an integration a modern approach and a classic approach um the same is true when a court looks to determine if the terms of the contract are ambiguous if you're in a classic jurisdiction they would only look at the written agreement itself to say is it ambiguous does it appear ambiguous on its face we call it a patent or patent ambiguity so is it clear from the face of the agreement whereas in a modern approach you could have an ambiguity based on things outside the written agreement itself looking at the surrounding circumstances so it's possible to to have a latent ambiguity that you can try to explain away in the UCC again you don't have to worry about that so much so uh it can come in as long as you can truthfully say I'm not adding I'm not changing I am explaining so when we are the other exception member was a subsequent agreement meaning after the writing that's typically the execution of the written agreement that typically means it is a modification then a formation defense we've covered a lot of those anytime you're offering the evidence for that purpose Pro evidence rule is not a problem then collateral agreement or supplemental again you're not trying to add or change the terms of the agreement at issue you're saying there is some sort of other agreement on the side here that is relevant for this reason or that reason so and then you could have evidence of an oral condition proceeding there um and I explained that already so that is that I know it's a lot and it can feel complicated but I think if you back up and kind of get a handle on understanding the actual scenario that exists and why this problem arises it makes a lot more sense and if you're thinking about why is the party offering that evidence because that's going to determine it you know should this just go right does it fit right into an exception or is this the kind of thing where I need to be concerned about like the pro evidence rules genuinely could be a bar here so let's uh leave it at that for this so as always if you found that helpful please do like and subscribe hitting the thumbs up hitting the Subscribe button is helpful and I know you've never heard that in any YouTube video ever um but I figured you know I'd be unique in mentioning so then also thanks very much and I will be in touch with more lessons in the future bye