parol evidence rule in Vermont

2015Id. at 579 n.* (citation omitted); see also Tilley v. Green Mountain Power Corp., 156 Vt. 91, 93 (1991) (noting that in Isbrandsten “we cautioned that the parol evidence rule is still good law; an oral agreement may not replace or modify an earlier or contemporaneous written agreement”).

2012As a matter of contract interpretation, therefore, the use of extrinsic evidence to provide a different term of payment would be directly contrary to the parol-evidence rule.1 See Tilley v. Green Mountain Power, 156 Vt. 91, 93 (1991) (a prior oral agreement cannot be used to contradict the terms of a later writing); Conway, 901 A.2d at 347 (extrinsic evidence cannot be used to show a contractual intention “wholly unexpressed in the writing”).

2024“Even without the merger clause, the parol evidence rule would bar enforcement of a prior or contemporaneous oral agreement that varies or contradicts the terms of the written agreement.” Id. (citing Housing Vt. v. Goldsmith & Morris, 165 Vt. 428, 431 (1996)).

2000See Housing Vermont v. Goldsmith & Morris, 165 Vt. 428, 431 , 685 A.2d 1086, 1088 (1996).

1974See Popper v. Levy, 125 Vt. 281, 286 , 214 A.2d 653 (1965); Chappell v. Northern Realty, Inc., 128 Vt. 476, 479 , 266 A.2d 453 (1970).

1974See Popper v. Levy, 125 Vt. 281, 286 , 214 A.2d 653 (1965); Chappell v. Northern Realty, Inc., 128 Vt. 476, 479 , 266 A.2d 453 (1970).

1968The admission of this testimony over objection was crucial and failed to come within any of the exceptions to the parol evidence rule stated in Lunnie v. Gadapee, 116 Vt. 261, 262 , 73 A.2d 312 . *282 It is a well-established general rule that when contracting parties embody their agreement of sale in writing evidence of a prior or contemporaneous oral agreement is not admissible to vary or contradict the written agreement. 46 Am.Jur.Sales, §315.

1968The admission of this testimony over objection was crucial and failed to come within any of the exceptions to the parol evidence rule stated in Lunnie v. Gadapee, 116 Vt. 261, 262 , 73 A.2d 312 . *282 It is a well-established general rule that when contracting parties embody their agreement of sale in writing evidence of a prior or contemporaneous oral agreement is not admissible to vary or contradict the written agreement. 46 Am.Jur.Sales, §315.

2015“The rule is founded on experience and public policy, created by necessity, and designed to give certainty to a transaction that has been reduced to writing by protecting the parties against the doubtful veracity and uncertain memory of interested witnesses.” Id. (quoting Evenson v. Quantum Industries, Inc., 687 N.W.2d 241, 244 (N.D. 2004)).

2014The difficulty with the Braults’ argument, the court explained, was that it violated the parol evidence rule, citing to Thomas v. Farrell, 158 Vt. 12, 16 , 568 A.2d 409, 411 (1989).

2012As a matter of contract interpretation, therefore, the use of extrinsic evidence to provide a different term of payment would be directly contrary to the parol-evidence rule.1 See Tilley v. Green Mountain Power, 156 Vt. 91, 93 (1991) (a prior oral agreement cannot be used to contradict the terms of a later writing); Conway, 901 A.2d at 347 (extrinsic evidence cannot be used to show a contractual intention “wholly unexpressed in the writing”).

1995See Milot v. Calkins, 150 Vt. 537, 540 , 554 A.2d 260, 262 (1988) (where contract is ambiguous, court can use parol evidence of parties’ understanding of the terms); William Feinstein Bros. v. L.Z.

1995See Milot v. Calkins, 150 Vt. 537, 540 , 554 A.2d 260, 262 (1988) (where contract is ambiguous, court can use parol evidence of parties’ understanding of the terms); William Feinstein Bros. v. L.Z.

1991Tilley v. Green Mountain Power Corp., 156 Vt. 91, 93 , 587 A.2d 412, 414 (1991); Big G Corp. v. Henry, 148 Vt. 589, 592-93 , 536 A.2d 559, 560-61 (1987).

1991Tilley v. Green Mountain Power Corp., 156 Vt. 91, 93 , 587 A.2d 412, 414 (1991); Big G Corp. v. Henry, 148 Vt. 589, 592-93 , 536 A.2d 559, 560-61 (1987).

1987West Rutland Trust Co. v. Houston, 104 Vt. at 207 , 158 A. at 71 ; Citizens Savings Bank & Trust Co. v. Paradis & Sons, 102 Vt. 114, 117 , 146 A. 3 , 4 (1929); Alexander v. Chevalier, 98 Vt. 230, 234 , 126 A. 498, 499 (1924).

1987West Rutland Trust Co. v. Houston, 104 Vt. at 207 , 158 A. at 71 ; Citizens Savings Bank & Trust Co. v. Paradis & Sons, 102 Vt. 114, 117 , 146 A. 3 , 4 (1929); Alexander v. Chevalier, 98 Vt. 230, 234 , 126 A. 498, 499 (1924).

1987The same principles have been applied to negotiable instruments. “[A] negotiable instrument which expresses on its face an absolute promise to pay cannot be cut down into a conditional promise, or enlarged, varied, or contradicted by evidence of a prior or contemporaneous parol agreement. . . .” West Rutland Trust Co. v. Houston, 104 Vt. 204, 207 , 158 A. 69, 71 (1932) (citations omitted).

1987The same principles have been applied to negotiable instruments. “[A] negotiable instrument which expresses on its face an absolute promise to pay cannot be cut down into a conditional promise, or enlarged, varied, or contradicted by evidence of a prior or contemporaneous parol agreement. . . .” West Rutland Trust Co. v. Houston, 104 Vt. 204, 207 , 158 A. 69, 71 (1932) (citations omitted).

1987The parol evidence rule is well settled in Vermont. “[W]hen contracting parties embody their agreement of sale in writing evidence of a prior or contemporaneous oral agreement is not admis *592 sible to vary or contradict the written agreement.” Hathaway v. Ray’s Motor Sales, 127 Vt. 279, 282 , 247 A.2d 512, 514 (1968) (citation omitted).

1987The parol evidence rule is well settled in Vermont. “[W]hen contracting parties embody their agreement of sale in writing evidence of a prior or contemporaneous oral agreement is not admis *592 sible to vary or contradict the written agreement.” Hathaway v. Ray’s Motor Sales, 127 Vt. 279, 282 , 247 A.2d 512, 514 (1968) (citation omitted).

1987Negyessy v. Strong, 136 Vt. 193, 194 , 388 A.2d 383, 385 (1978).

1987Negyessy v. Strong, 136 Vt. 193, 194 , 388 A.2d 383, 385 (1978).

1987See Brown v. Pilini, 128 Vt. 324, 330 , 262 A.2d 479, 482 (1970).

1987See Brown v. Pilini, 128 Vt. 324, 330 , 262 A.2d 479, 482 (1970).