My question is one of conceptualizing the Restatement Sections in relation to one another. Does Sec. 214 simply provide the mechanism through which to make the interpretation of context provided for in Sec. 212?

The second question in problem #11 is the source of my dilemma. Clearly oral agreement that contradict CIA are discharged. But how do we determine what parol evidence is admissible to determine that in fact an agreement is only partially integrated and not completely integrated and that which must not be admitted because it is contrary to the terms of the written integrated agreement? I feel like I'm making this more complex than it needs to be but I can't quite grasp it.

Thanks,

Nathan

-- Anonymous, November 30, 1998

Answers

In answer to the first question, I think the idea is Sec 212 tells you what things mean and how to interpret them, and Sec 214 is about what sorts of evidence you are allowed to use to do that.

As for problem 11, I think the oral ev would be weighed to decide if the agreement was an IA (214.a) and whether complete (214.b). If it is determined to be a CIA, and the oral ev was about an oral agreement within the scope of the CIA, it would then be discharged and have no bearing on any further issues, like what the terms of the CIA were.

So in prob 11, the court would look at the oral agreement about furniture to decide if there was a CIA or PIA.

If CIA, the court then decides if the oral agreement was within the scope of the CIA. If so, the oral agree is discharged, and the furniture is dealt with however the CIA says, or if not explicitly dealt with then handled by an implied term, I guess. Either way, the oral agree is now ignored. If not within the scope, the oral agree is considered as a separate agreement.

If PIA, the court decides if the oral agree contradicts one of the written terms. If so, discharged. If not, then it would probably be a consistent additional term and handled by Sec 216.

If no CIA or PIA, then the court is doing its own wacky little thing, free from the burdens of the parol ev rule, and can consider the oral agree along with everything else.

This was much longer than necessary, I suspect, but I hope it is helpful...if it isn't, well, I suspect a bolt of electromagnetic energy will reduce me to charred rubble right here in my monastic Gropius dorm room.

-- Anonymous, November 30, 1998