Friday, October 23, 2009

Corbin v. Williston

Williston: The written agreement has a unique and powerful force of influence. To the extent that the written agreement is clear in meaning to a reasonable person, that written agreement is the superseding force that dictates the terms of the contract (to the exclusion of parol evidence to the contrary). FOCUS: The integration practices of reasonable persons acting normally and naturally.

Corbin: The written agreement only contains the unique and powerful force when the parties intend the agreement to have such a force at the time the written agreement is executed. If there is compelling evidence that one of the parties did not intend for the written agreement to be the final say on the matter, then that evidence must be considered by a jury if the evidence is sufficiently compelling. FOCUS: The intention of the parties.

The UCC § 2-202 sides with Corbin. Why? How does this section go about determining evidence of intent? Isn't the whole point of the Parol Evidence Rule to grant evidentiary weight to objective written agreements over squirrely subjective issues like intent?

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