THE PAROL EVIDENCE RULE

When two parties have made a contract and have expressed it in a writing to which they have both assented as the complete and accurate integration of that contract, evidence, whether parol or otherwise, of antecedent understandings and negotiations will not be admitted for the purpose of varying or contradicting the writing. This is in substance what is called the parol evidence rule, a rule that does not deserve to be called a rule of evidence of any kind, and a rule that is as truly applicable to written evidence as to parol evidence. The use of such a name for this rule has had unfortunate consequences, principally by distracting attention from the real issues that are involved. These issues may be any one or more of the following: (1) have the parties made a contract? (2) Is that contract void or voidable because of illegality, fraud, mistake, or any other reason? (3) Did the parties assent to a particular writing as the complete and accurate integration of that contract

To Professor George Jarvis Thompson

Steeped in the great traditions of the Common Law, Professor Thompson\u27s influence has left an indelible mark on the professional careers of decades of Cornell lawyers, all of whom have received the full benefit of his open-mindedness in the broad exposition of the Law of Contracts and the principles of Business Regulation, and, above all else, his understanding and philosophy of Law

THE EFFECT OF OPTIONS ON CONSIDERATION

The principal feature of cO\u27ntract law is that by a voluntary expressionof assent to-day one can deprive himself of his freedom to-morrow.This does not mean that he does not have as\u27 free a will to-morrow asto-day. At least, experience proves that most promises can be broken.It means only that organized society-the fellow men of our political orsocial group -- afford as against a promisor and in favor of a promiseea certain stimulus to action that tends to induce performance in accordancewith a promise. This stimulus consists of the various sorts of societal remedies and penalties available to prevent or to compensate for or to penalize the breach of a contract. It is a stimulus that would not exist in the absence of an organized society -- in the absence of law. Without law and organization, other stimuli toward the keeping of promises might exist. Some of them still exist along with but outside of law. The legal and societal system is merely an addition thereto, or a substitute therefor, brought about by reason of its survival value in the eVblutionary development of men living in groups

The Right of a Defaulting Vendee to the Restitution of Instalments Paid

The question whether a vendee of land, who defaults after having paid one or more instalments of the price, can maintain an action for the recovery of any part of such instalments, is but a subordinate part of a larger problem. When can any contractor who is himself in default get judgment for compensation for a part performance rendered by him? It is a question of vital import to building contractors, sellers and buyers of goods, employees who have quit service or have been discharged for cause, as well as to vendees of land. In all these cases alike, there are conflict and inconsistency and differences of opinion as to what public policy and the general welfare require. The position of the defaulting vendee, however, has generally not been consciously related to the other types of cases

Third Parties as Beneficiaries of Contractors\u27 Surety Bonds

The American Law Institute has tentatively adopted the two following general rules: A gift promise in a contract creates a duty of the promisor to the donee beneficiary to perform the promise. This duty can be enforced by the donee beneficiary for his own benefit. A promise to discharge the promisee\u27s duty [to another person] creates a duty of the promisor to the creditor beneficiary to perform the promise

Book Review: The Bramble Bush: Some Lectures on Law and Its Study

There are those to whom the law is sad and serious-too serious for such phrases as bramble bush, anticipatory jawing, legal germicidal soap, gutlessness of second-year classes, the Bull Roarer comes, be an aspiring vegetable, wisecracking over the Yahoos in the sticks. It must be approached with dignity. And as for approaching it with a poem-an original poem-what is the world coming to! To introduce ambitious and hopeful young men to our Lady of the Common Law by quoting in full Sandberg\u27s verses saying that a hearse horse snickers hauling a lawyer\u27s bones -surely this is near-sacrilege and complete self-debasement