parol evidence rule in New Mexico

2012Anthony Co. v. Loretto Mall Partners, 112 N.M. 504, 509 , 817 P.2d 238 , 243 3 (1991) (explaining that since the parol-evidence rule bars the admission of extrinsic 4 evidence “to contradict [or] perhaps even to supplement the writing” but “should not 5 bar introduction of evidence to explain terms[,] . . . [t]he operative question [for lower 6 courts] then becomes whether the evidence is offered to contradict the writing or to 7 aid in its interpretation”).

2012Anthony Co. v. Loretto Mall Partners, 112 N.M. 504, 509 , 817 P.2d 238 , 243 3 (1991) (explaining that since the parol-evidence rule bars the admission of extrinsic 4 evidence “to contradict [or] perhaps even to supplement the writing” but “should not 5 bar introduction of evidence to explain terms[,] . . . [t]he operative question [for lower 6 courts] then becomes whether the evidence is offered to contradict the writing or to 7 aid in its interpretation”).

2011Anthony and Mark V, however, our Supreme Court held that the parol evidence rule did not preclude the introduction of extrinsic evidence designed to “determine the circumstances under which the parties contracted and the purpose of the contract.” Levenson v. Mobley, 106 N.M. 399, 403 , 744 P.2d 174, 178 (1987); see Wilburn v. Stewart, 110 N.M. 268, 270 , 794 P.2d 1197, 1199 (1990) (holding that parol evidence offered for the purpose of showing misrepresentation that conflicts with the terms of the contract is admissible in appropriate circumstances); Empire W.

2011Anthony and Mark V, however, our Supreme Court held that the parol evidence rule did not preclude the introduction of extrinsic evidence designed to “determine the circumstances under which the parties contracted and the purpose of the contract.” Levenson v. Mobley, 106 N.M. 399, 403 , 744 P.2d 174, 178 (1987); see Wilburn v. Stewart, 110 N.M. 268, 270 , 794 P.2d 1197, 1199 (1990) (holding that parol evidence offered for the purpose of showing misrepresentation that conflicts with the terms of the contract is admissible in appropriate circumstances); Empire W.

2012Cos. v. Albuquerque Testing Labs., Inc., 110 N.M. 11 790, 794, 800 P.2d 725, 729 (1990) (observing that while the parol-evidence rule 12 “precludes the admission of prior negotiations or extrinsic evidence offered to 13 contradict or vary the terms of a complete, integrated, written agreement[,] . . . 14 [e]vidence extrinsic to a written contract is properly admitted to determine the 15 circumstances under which the parties contracted and the purpose of the contract.” 16 (internal quotation marks and citations omitted); Ruggles v. Ruggles, 116 N.M. 52, 69 , 17 860 P.2d 182, 199 (1993) (stating

2008While the parol evidence rule "precludes the admission of prior negotiations or extrinsic evidence offered to contradict or vary the terms of a complete, integrated, written agreement!,] ... [e]vidence extrinsic to a written contract is properly admitted to determine the circumstances under which the parties contracted and the purpose of the contract.” Empire West Cos. v. Albuquerque Testing Labs., Inc., 110 N.M. 790, 794 , 800 P.2d 725, 729 (1990) (citation and quoted authority omitted).

2011Anthony and Mark V, however, our Supreme Court held that the parol evidence rule did not preclude the introduction of extrinsic evidence designed to “determine the circumstances under which the parties contracted and the purpose of the contract.” Levenson v. Mobley, 106 N.M. 399, 403 , 744 P.2d 174, 178 (1987); see Wilburn v. Stewart, 110 N.M. 268, 270 , 794 P.2d 1197, 1199 (1990) (holding that parol evidence offered for the purpose of showing misrepresentation that conflicts with the terms of the contract is admissible in appropriate circumstances); Empire W.

2011Anthony and Mark V, however, our Supreme Court held that the parol evidence rule did not preclude the introduction of extrinsic evidence designed to “determine the circumstances under which the parties contracted and the purpose of the contract.” Levenson v. Mobley, 106 N.M. 399, 403 , 744 P.2d 174, 178 (1987); see Wilburn v. Stewart, 110 N.M. 268, 270 , 794 P.2d 1197, 1199 (1990) (holding that parol evidence offered for the purpose of showing misrepresentation that conflicts with the terms of the contract is admissible in appropriate circumstances); Empire W.

1991In Wilburn, we overruled that part of Bell v. Lammon, 51 N.M. 113 , 179 P.2d 757 (1947), relied on by Rio Grande for the proposition that the parol evidence rule precluded admission of evidence regarding misrepresentation in the inducement. 110 N.M. at 270, 794 P.2d at 1199 .

1991In Wilburn, we overruled that part of Bell v. Lammon, 51 N.M. 113 , 179 P.2d 757 (1947), relied on by Rio Grande for the proposition that the parol evidence rule precluded admission of evidence regarding misrepresentation in the inducement. 110 N.M. at 270, 794 P.2d at 1199 .

1995Anthony Co. v. Loretto Mall Partners, 112 N.M. 504, 510 , 817 P.2d 238, 244 (1991); Drink, Inc., 89 N.M. at 664-65 , 556 P.2d at 350-51 ; cf. Hot Springs Nat’l Bank v. Stoops, 94 N.M. 568, 570-71 , 613 P.2d 710, 712-13 (1980) (despite clear and express terms of promissory notes, which fulfilled all statutory requirements of negotiable instruments, extrinsic evidence of fraud or mistake admissible to reform or avoid the notes); Ell v. Ell, 295 N.W.2d 143, 150 (N.D.1980) (if parol evidence were not admissible to show intent or mistake in an action to reform a contract, the parol evidence rule wo

1995Anthony Co. v. Loretto Mall Partners, 112 N.M. 504, 510 , 817 P.2d 238, 244 (1991); Drink, Inc., 89 N.M. at 664-65 , 556 P.2d at 350-51 ; cf. Hot Springs Nat’l Bank v. Stoops, 94 N.M. 568, 570-71 , 613 P.2d 710, 712-13 (1980) (despite clear and express terms of promissory notes, which fulfilled all statutory requirements of negotiable instruments, extrinsic evidence of fraud or mistake admissible to reform or avoid the notes); Ell v. Ell, 295 N.W.2d 143, 150 (N.D.1980) (if parol evidence were not admissible to show intent or mistake in an action to reform a contract, the parol evidence rule wo

2011Sys., Inc. v. Keith, 82 N.M. 699, 702 , 487 P.2d 127, 130 (1971) for the proposition that extrinsic evidence concerning or related to the subject of a contract is inadmissible, the Class asserts “Even if Farmers’ position were factually correct, it would not help Farmers insofar as the parol evidence rule is concerned.” {48} The gist of the Class’s argument is that the parol evidence rule requires exclusion of extrinsic evidence on the issue and that the question of integration can and should be resolved in a vacuum, reviewing the document in isolation.

2011Sys., Inc. v. Keith, 82 N.M. 699, 702 , 487 P.2d 127, 130 (1971) for the proposition that extrinsic evidence concerning or related to the subject of a contract is inadmissible, the Class asserts “Even if Farmers’ position were factually correct, it would not help Farmers insofar as the parol evidence rule is concerned.” {48} The gist of the Class’s argument is that the parol evidence rule requires exclusion of extrinsic evidence on the issue and that the question of integration can and should be resolved in a vacuum, reviewing the document in isolation.

2011Co. v. Barela, 79 N.M. 149, 151 , 441 P.2d 47, 49 (1968) that “[a] contract of insurance which has been embodied in a formal written instrument, termed a ‘policy,’ merges all prior or contemporaneous parol agreements touching the transaction.” Western Farm restates the parol evidence rule, but it does not address what kind of evidence may be admissible to determine whether a particular contract is integrated or the extent and subject matter of the integration.

2011Co. v. Barela, 19 N.M. 149, 151 , 441 P.2d 47, 49 (1968) that “[a] contract of insurance which has been embodied in a formal written instrument, termed a ‘policy,’ merges all prior or contemporaneous parol agreements touching the transaction.” Western Farm restates the parol evidence rule, but it does not address what kind of evidence may be admissible to determine whether a particular contract is integrated or the extent and subject matter of the integration.

1990In Bell v. Lammon, 51 N.M. 113, 118 , 179 P.2d 757, 760 (1947), we explained the parol evidence rule as follows: “ ‘[A] complete, valid, written contract merges all prior and contemporaneous negotiations and agreements within its purview, and if the oral agreement is not really collateral, but is an element of the written contract, or tends to vary or contradict the same, either in its express provisions or legal import, it is inadmissible.’ ” (quoting Locke v. Murdoch, 20 N.M. 522, 528 , 151 P. 298 , 300 (1915)).

1990In Bell v. Lammon, 51 N.M. 113, 118 , 179 P.2d 757, 760 (1947), we explained the parol evidence rule as follows: “ ‘[A] complete, valid, written contract merges all prior and contemporaneous negotiations and agreements within its purview, and if the oral agreement is not really collateral, but is an element of the written contract, or tends to vary or contradict the same, either in its express provisions or legal import, it is inadmissible.’ ” (quoting Locke v. Murdoch, 20 N.M. 522, 528 , 151 P. 298 , 300 (1915)).

1990Alford intimates that the exception to the parol evidence rule allowing extrinsic evidence for the purpose of showing misrepresentations inducing contract does not apply if the evidence relates directly to the terms of the written contract. 44 N.M. at 397 , 103 P.2d at 122 .

1990Alford intimates that the exception to the parol evidence rule allowing extrinsic evidence for the purpose of showing misrepresentations inducing contract does not apply if the evidence relates directly to the terms of the written contract. 44 N.M. at 397 , 103 P.2d at 122 .

2012Cos. v. Albuquerque Testing Labs., Inc., 110 N.M. 11 790, 794, 800 P.2d 725, 729 (1990) (observing that while the parol-evidence rule 12 “precludes the admission of prior negotiations or extrinsic evidence offered to 13 contradict or vary the terms of a complete, integrated, written agreement[,] . . . 14 [e]vidence extrinsic to a written contract is properly admitted to determine the 15 circumstances under which the parties contracted and the purpose of the contract.” 16 (internal quotation marks and citations omitted); Ruggles v. Ruggles, 116 N.M. 52, 69 , 17 860 P.2d 182, 199 (1993) (stating

2012Cos. v. Albuquerque Testing Labs., Inc., 110 N.M. 11 790, 794, 800 P.2d 725, 729 (1990) (observing that while the parol-evidence rule 12 “precludes the admission of prior negotiations or extrinsic evidence offered to 13 contradict or vary the terms of a complete, integrated, written agreement[,] . . . 14 [e]vidence extrinsic to a written contract is properly admitted to determine the 15 circumstances under which the parties contracted and the purpose of the contract.” 16 (internal quotation marks and citations omitted); Ruggles v. Ruggles, 116 N.M. 52, 69 , 17 860 P.2d 182, 199 (1993) (stating

2008First, the parol evidence rule does not apply to criminal proceedings as “[t]he people prosecuting for a crime committed in relation to a contract are not parties to the contract and are not bound by it.” Gibson v. United States, 268 F.2d 586, 589 (D.C.Cir.1959) (internal quotation marks and citation omitted); see also Mesch v. United States, 407 F.2d 1286, 1288 (10th Cir.1969) (holding that the parol evidence rule does not apply to criminal prosecutions of mail fraud and that “oral testimony is admissible to show the presence of fraud, despite proof of the execution of contracts relating to t

2008First, the parol evidence rule does not apply to criminal proceedings as “[t]he people prosecuting for a crime committed in relation to a contract are not parties to the contract and are not bound by it.” Gibson v. United States, 268 F.2d 586, 589 (D.C.Cir.1959) (internal quotation marks and citation omitted); see also Mesch v. United States, 407 F.2d 1286, 1288 (10th Cir.1969) (holding that the parol evidence rule does not apply to criminal prosecutions of mail fraud and that “oral testimony is admissible to show the presence of fraud, despite proof of the execution of contracts relating to t

2002See Twin Forks Ranch, Inc. v. Brooks, 120 N.M. 832, 835 , 907 P.2d 1013, 1016 (Ct.App.1995). {14} In light of the quantity of evidence presented at trial contrary to the Hedickes’ assertion and their lack of evidence to support their assertion, we agree with the trial court that no reasonable jury could find that $50,000 was merely a security deposit.

2002See Twin Forks Ranch, Inc. v. Brooks, 120 N.M. 832, 835 , 907 P.2d 1013, 1016 (Ct.App.1995). {14} In light of the quantity of evidence presented at trial contrary to the Hedickes’ assertion and their lack of evidence to support their assertion, we agree with the trial court that no reasonable jury could find that $50,000 was merely a security deposit.

1997Indeed, even without this ambiguity, the parol evidence rule ordinarily does not exclude evidence that a contract “should become operative only on the occurrence of a particular condition or contingency.” Halliburton Co. v. McPheron, 70 N.M. 403, 405-06 , 374 P.2d 286, 288 (1962); see Restatement § 217. (24) Based on evidence of the surrounding circumstances, the court could determine that when Sandia rejected the $35 figure and counterproposed $33.40, RRA was not obligated to accept the counteroffer from Sandia and pay Padilla $24 per hour.

1997Indeed, even without this ambiguity, the parol evidence rule ordinarily does not exclude evidence that a contract “should become operative only on the occurrence of a particular condition or contingency.” Halliburton Co. v. McPheron, 70 N.M. 403, 405-06 , 374 P.2d 286, 288 (1962); see Restatement § 217. (24) Based on evidence of the surrounding circumstances, the court could determine that when Sandia rejected the $35 figure and counterproposed $33.40, RRA was not obligated to accept the counteroffer from Sandia and pay Padilla $24 per hour.

1995See, e.g., Neves, 769 P.2d at 1054 ; Sims v. Honda Motor Co., 225 Conn. 401 , 623 A.2d 995, 1003 (1993).

1995See, e.g., Neves, 769 P.2d at 1054 ; Sims v. Honda Motor Co., 225 Conn. 401 , 623 A.2d 995, 1003 (1993).

1995Anthony Co. v. Loretto Mall Partners, 112 N.M. 504, 510 , 817 P.2d 238, 244 (1991); Drink, Inc., 89 N.M. at 664-65 , 556 P.2d at 350-51 ; cf. Hot Springs Nat’l Bank v. Stoops, 94 N.M. 568, 570-71 , 613 P.2d 710, 712-13 (1980) (despite clear and express terms of promissory notes, which fulfilled all statutory requirements of negotiable instruments, extrinsic evidence of fraud or mistake admissible to reform or avoid the notes); Ell v. Ell, 295 N.W.2d 143, 150 (N.D.1980) (if parol evidence were not admissible to show intent or mistake in an action to reform a contract, the parol evidence rule wo

1995Anthony Co. v. Loretto Mall Partners, 112 N.M. 504, 510 , 817 P.2d 238, 244 (1991); Drink, Inc., 89 N.M. at 664-65 , 556 P.2d at 350-51 ; cf. Hot Springs Nat’l Bank v. Stoops, 94 N.M. 568, 570-71 , 613 P.2d 710, 712-13 (1980) (despite clear and express terms of promissory notes, which fulfilled all statutory requirements of negotiable instruments, extrinsic evidence of fraud or mistake admissible to reform or avoid the notes); Ell v. Ell, 295 N.W.2d 143, 150 (N.D.1980) (if parol evidence were not admissible to show intent or mistake in an action to reform a contract, the parol evidence rule wo

1995See, e.g., Neves, 769 P.2d at 1054 ; Sims v. Honda Motor Co., 225 Conn. 401 , 623 A.2d 995, 1003 (1993).

1995Anthony Co. v. Loretto Mall Partners, 112 N.M. 504, 510 , 817 P.2d 238, 244 (1991); Drink, Inc., 89 N.M. at 664-65 , 556 P.2d at 350-51 ; cf. Hot Springs Nat’l Bank v. Stoops, 94 N.M. 568, 570-71 , 613 P.2d 710, 712-13 (1980) (despite clear and express terms of promissory notes, which fulfilled all statutory requirements of negotiable instruments, extrinsic evidence of fraud or mistake admissible to reform or avoid the notes); Ell v. Ell, 295 N.W.2d 143, 150 (N.D.1980) (if parol evidence were not admissible to show intent or mistake in an action to reform a contract, the parol evidence rule wo

1991Restatement (Second) of Contracts § 212 comment b (1979) (any determination of meaning or ambiguity should only be made in the light of the preliminary negotiations and other factors); 3 Corbin § 579 (the parol evidence rule does not apply to matters of interpretation); 2 Farnsworth § 7.12, at 277 ("it has become increasingly difficult to defend the restrictive view”); see, e.g., Pacific Gas & Elec., 69 Cal.2d 33 , 442 P.2d 641 , 69 Cal.Rptr. 561 (1968); Garden State Plaza Corp. v. S.S.

1991Restatement (Second) of Contracts § 212 comment b (1979) (any determination of meaning or ambiguity should only be made in the light of the preliminary negotiations and other factors); 3 Corbin § 579 (the parol evidence rule does not apply to matters of interpretation); 2 Farnsworth § 7.12, at 277 ("it has become increasingly difficult to defend the restrictive view”); see, e.g., Pacific Gas & Elec., 69 Cal.2d 33 , 442 P.2d 641 , 69 Cal.Rptr. 561 (1968); Garden State Plaza Corp. v. S.S.

1991Pomeroy, Pomeroy’s Equity Jurisprudence § 1376); see also Morris v. Merchant, 77 N.M. 411 , 423 P.2d 606 (1967) (same). 7 In determining whether reformation is appropriate because the agreement is at variance with the mutual understanding of the parties, the parol evidence rule does not bar evidence of prior negotiations for the purpose of establishing the claimed mistake. 2 Farnsworth § 7.5, at 225; see also Drink, Inc. v. Martinez, 89 N.M. 662 , 556 P.2d 348 (1976) (parol evidence rule does not bar extrinsic evidence for purpose of determining whether by mistake there was no consent to the a

1991Pomeroy, Pomeroy’s Equity Jurisprudence § 1376); see also Morris v. Merchant, 77 N.M. 411 , 423 P.2d 606 (1967) (same). 7 In determining whether reformation is appropriate because the agreement is at variance with the mutual understanding of the parties, the parol evidence rule does not bar evidence of prior negotiations for the purpose of establishing the claimed mistake. 2 Farnsworth § 7.5, at 225; see also Drink, Inc. v. Martinez, 89 N.M. 662 , 556 P.2d 348 (1976) (parol evidence rule does not bar extrinsic evidence for purpose of determining whether by mistake there was no consent to the a