we're going to begin this module with a look at the parole Evidence Rule the parole Evidence Rule is a rule that despite its name is not a rule of evidence rather it is a rule of substantive contract law and it is a means by which we favor written contract terms in general if the parties have bothered to put their terms that they have agreed to in writing our law will tend to enforce that writing so what does that actually mean in practice the parole Evidence Rule excludes prior or contemporaneous discussions negotiations or other agreements between the parties they might be oral they might be written but all of it could be excluded well I say all of it that actually depends on something as to how far the written contract is integrated so what's an integrated agreement well if a contract is fully integrated that means effectively that the parties have agreed to the written contract the whole written contract and nothing but the written contract they don't want any terms to be brought in other than what is in writing believe it or not however most contracts are what we call partially integrated that means there are terms in writing but we understand that there might be other things parties have talked about and agreed to so in a partially integrated contract some of the contract is in writing and some of it is oral but in general if you want to introduce evidence of an oral term or of a side deal then that can't be something that would contradict the main writing one other thing you ought to know about the parole Evidence Rule is that it is contained in the Uniform Commercial Code as well section 2 dash 202 unlike some areas of contract law the UCC parole Evidence Rule and the common law parole Evidence Rule are roughly the same although some would say that the UCC is a little bit looser in its app vacation but you're gonna find in most cases they will reach the same result one other area we're going to explore with the parole Evidence Rule is a term that shows up in a lot of written contracts it's something called a merger clause and a merger clause is simply something that the parties put into their deal to show this is what we intended we intended for the writing to be the only part of our agreement in other words that it's fully integrated the trick is sometimes the parties say that and they don't actually mean it so we'll explore that issue as well beyond the parole Evidence Rule we're also going to explore the incredibly important issue of contract interpretation now interpretation is often what Contracting Parties most care about because when a breach of contract lawsuit arises often that will mean the parties don't dispute the fact that there was a contract between them they might even agree on what the terms are but they don't agree on what those terms mean so let's we're going to look at some issues that arise in the area of contract interpretation some of these are ones that you might expect would happen in any kind of writing such as issues of spelling grammar clerical errors where the contract language is vague in some form or fashion so those are those are fairly common and fairly easy to understand we're also going to get into something called the four corners rule now the four corners rule means precisely as it says that we're going to look at and think about the four corners of the document as being what controls what the parties have actually agreed to but as with most rules in law there is an exception the four corners rule won't apply when a contract is ambiguous meaning it's susceptible to multiple interpretations ambiguity as we'll see comes in two flavors latent ambiguity where it's hiding under the surface or paitent ambiguity where it's out there and obvious for all the world to see finally in this unit one case I think you should be on the lookout for is the frig Aleman case which is a very famous case of contract interpretation the reason that it's so famous is because the court very carefully and methodically goes through many of the tools of contract interpretation that we will be exploring throughout this unit and even some beyond what we'll be considering so be on the lookout for that as well