parol evidence rule in District of Columbia

2007Parol Evidence Rule A completely separate doctrine, the parol evidence rule, establishes that “extrinsic or parol evidence which tends to contradict, vary, add to, or subtract from the terms of a written contract must be excluded.” Affordable Elegance Travel, Inc. v. Worldspan, 774 A.2d 320, 327 (D.C.2001) (quoting Fistere, Inc. v. Helz, 226 A.2d 578, 580 (D.C.1967)).

2001Under the parol evidence rule, “[ejxtrinoic or parol evidence which tends to contradict, vary, add to, or subtract from the terms of a written contract must be excluded.” Fistere, Inc. v. Helz, 226 A.2d 578, 580 (D.C.1967) (citations omitted); accord, e.g., 17A Am.Jur.2d Contracts § 402 (1991) (“parol evidence is inadmissible to vary or contradict the terms of a valid, and plain and unambiguous, written contract”). 7 But the rule applies only to the actual terms of the contract itself, not to the preliminary determination of who the contracting parties were.

2025And he reasoned that the Agreement’s “clear and definite language shows that the payments were not reimbursement for any claim [petitioner] had against Employer for sex discrimination or sexual harassment,” since petitioner agreed by signing the Agreement that she had “no knowledge of any existing violations . . . of law[].” The ALJ reasoned that if petitioner knew of no claim against ACS, the Agreement “could not be a settlement for such a claim.” What the ALJ overlooked is that the parol evidence rule establishes only that “extrinsic or parol evidence which tends to contradict, vary, add to,

2014As we discuss infra, the trial court did address the latter claim, concluding that the claim was barred by the statute of frauds. 5 to the claims of fraudulent misrepresentation regarding the oral forbearance agreement, the trial court relied on the parol-evidence rule, which precludes introduction of “extrinsic or parol evidence which tends to contradict, vary, add to, or subtract from the terms of a written contract . . . .” Segal Wholesale, Inc. v. United Drug Serv., 933 A.2d 780, 783 (D.C. 2007) (internal quotation marks omitted).

2023A document is ambiguous only if “the provisions in controversy are[] reasonably or fairly susceptible of different constructions or interpretations, or of two or more different meanings.” Sahrapour v. LesRon, LLC, 119 A.3d 704, 708 (D.C. 2015) (quoting Joyner v. Estate of Johnson, 36 A.3d 851, 856 (D.C. 2012)). 2 2 The operating agreement states that Capital River “will be governed under the laws of the Commonwealth of Virginia,” so there is at least an argument that we 9 The plain language of the MOU, incorporated into the operating agreement, unambiguously grants Ibiezugbe and Falkner the ab

2013This jurisdiction has long employed an “objective law” of contracts, Joyner v. Estate of Johnson, 36 A.3d 851, 855-56 (D.C.2012), meaning that “the written language embodying the terms of an agreement will govern the rights and liabilities of the parties [regardless] of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite undertaking, or unless there is fraud, duress, or mutual mistake,” Dyer v. Bilaal, 983 A.2d 349, 354-55 (D.C.2009); accord, Tillery, 912 A.2d at 1176 . 2 In interpreting contractual langua

2013Co., 686 A.2d 1045, 1050 (D.C.1996) ("Essentially, the parol evidence rule excludes proof of facts and subjective intentions not shared by the parties....”).

2006Co., 686 A.2d 1045, 1049 (D.C.1996) (“Essentially, the parol evidence rule excludes ... evidence of prior and contemporaneous agreements unless the terms of the agreement are ambiguous”).

2007Parol Evidence Rule A completely separate doctrine, the parol evidence rule, establishes that “extrinsic or parol evidence which tends to contradict, vary, add to, or subtract from the terms of a written contract must be excluded.” Affordable Elegance Travel, Inc. v. Worldspan, 774 A.2d 320, 327 (D.C.2001) (quoting Fistere, Inc. v. Helz, 226 A.2d 578, 580 (D.C.1967)).

2006We have long held that, “[ujnder the parol evidence rule, ‘[e]xtrinsic or parol evidence which tends to contradict, vary, add to, or subtract from the terms of a written contract must be excluded.’ ” Affordable Elegance Travel, Inc. v. Worldspan, 774 A.2d 320, 327 (D.C. 2001) (citation omitted); 3 see also, e.g., Sutton v. Banner Life Ins.

1980And see Gagnon v. Wright, D.C.App., 200 A.2d 196, 198 (1964) (citing Binder v. Benson, 225 Md. 456 , 171 A.2d 248 (1961) (allowing an exception to the parol evidence rule “if the other party knew, or should have known, that [the apparent acceptor] did not intend to be bound by the terms of the writing”). .

1980Co. v. Adams, D.C.Mun.App., 37 A.2d 345, 350 (1944). [14] And see Gagnon v. Wright, D.C.App., 200 A.2d 196, 198 (1964) (citing Binder v. Benson, 225 Md. 456 , 171 A.2d 248 (1961) (allowing an exception to the parol evidence rule "if the other party knew, or should have known, that [the apparent acceptor] did not intend to be bound by the terms of the writing"). [15] It is first necessary to give a satisfactory explanation for the failure to produce a writing.

1993See Howard University v. Best, 484 A.2d 958, 967 (D.C.1984).

1988This is the classic parol evidence rule. 6 Second, the meaning of the writing is a question for the trial court “unless the written language is not susceptible of a clear and definite undertaking, or unless there is fraud, duress or mutual mistake.” Howard University v. Best, 484 A.2d 958, 966-67 (D.C.1984) (citation omitted). 7 Otherwise put, only if the trial court finds that a contract is ambiguous and that the evidence supports more than one reasonable interpretation does its interpretation becomes a question for the jury.

1984Luther Williams, Jr., Inc. v. Johnson, 229 A.2d 163, 165-166 (D.C.1967); Rinaudo v. Bloom, 209 Md. 1, 10 , 120 A.2d 184, 190 (1956).

1980“In this jurisdiction . it is well settled that a written contract may be conditioned on an oral agreement that the contract shall not become binding until some condition precedent resting in parol [evidence] shall have been performed.” Luther Williams, Jr., Inc. v. Johnson, D.C.App., 229 A.2d 163, 164 (1967) (citing Burke v. Dulaney, 153 U.S. 228 , 14 S.Ct. 816 , 38 L.Ed. 698 (1894) (parol evidence that parties did not intend home improvement contract to become binding until financing obtained is admissible “when the contract is silent on the matter, the testimony does not contradict nor is i

1992According to the parol evidence rule, "when the parties to a contract have reduced their entire agreement to writing, the court will disregard and treat as legally inoperative parol evidence of the prior negotiations and oral agreements." Giotis v. Lampkin, 145 A.2d 779, 781 (D.C.Mun.App.1958).

1992The exception for a party who "has been induced by a fraudulent misrepresentation to enter the contract," Giotis , [ supra, 145 A.2d at 781 ], must not be stretched or inflated in a way that "would severely undermine the policy of the parol evidence rule, which is grounded in the inherent reliability of a writing as opposed to the memories of contracting parties." Tonn , [ supra, 241 A.2d at 445 ].

2001We note that "the parol evidence rule is a matter of substantive law, not a mere rule of evidence.” Ozerol v. Howard University, 545 A.2d 638, 641 (D.C.1988) (citations omitted). 8 .

1992In other words, when a court makes a determination that a contract is completely integrated, one consequence is that "no evidence may be introduced of prior (or contemporaneous) agreements or terms, whether consistent or inconsistent, within the scope of the written agreement." Ozerol, supra, 545 A.2d at 642 ; see also Flippo Constr.

1992As we held in 1010 Potomac Assocs., supra, 485 A.2d at 210 , the purpose of the parol evidence rule “is to promote the stability of transactions by preventing disgruntled parties from avoiding obligations by alleging oral understandings that conflict with their written agreements when those agreements were reduced to writing in order to forestall just such contentions.” G.

1992As we held in 1010 Potomac Assocs., supra, 485 A.2d at 210 , the purpose of the parol evidence rule "is to promote the stability of transactions by preventing disgruntled parties from avoiding obligations by alleging oral understandings that conflict with their written agreements when those agreements were reduced to writing in order to forestall just such contentions." G.

1994See Stamenich v. Markovic, 462 A.2d 452, 455 (D.C.1983).

1992Flippo, 531 A.2d at 269; Stamenich, 462 A.2d at 455 ; Giotis, 145 A.2d at 781 ; RESTATEMENT (SECOND) OF CONTRACTS § 214(d).

2025See Allen v. Allen, 133 A.2d 116, 118 (D.C. 1957) (stating that “[r]ecital of consideration in an unsealed instrument may be contradicted by parol evidence” that no payment was actually made). 11 Petitioner testified during the hearing before the ALJ that her acknowledgment in the Agreement that she had not reported to ACS any allegation of wrongdoing by ACS or its officers was “absolutely incorrect.” In turn, the ALJ stated during the hearing that he did not see “any reason why [he] should disbelieve what [petitioner was] telling [him]” regarding communications she had with ACS about her alle

2025Such an integration clause is not invariably conclusive, and its coverage is a matter of interpretation.”); Fullmer v. Morrill, 273 P.2d 885, 887 (Utah 1954) (“Parol evidence is admissible to contradict a false recital of fact, the parol evidence rule applying only to the terms of the contract.”); Richeson v. Wood, 163 S.E. 339, 343 (Va. 1932) (“Where the consideration for a written contract is mentioned therein merely by way of recital and is not a contractual term of the contract, the general rule is that the true consideration for the contract may be shown by either party by extrinsic evide

2025And he reasoned that the Agreement’s “clear and definite language shows that the payments were not reimbursement for any claim [petitioner] had against Employer for sex discrimination or sexual harassment,” since petitioner agreed by signing the Agreement that she had “no knowledge of any existing violations . . . of law[].” The ALJ reasoned that if petitioner knew of no claim against ACS, the Agreement “could not be a settlement for such a claim.” What the ALJ overlooked is that the parol evidence rule establishes only that “extrinsic or parol evidence which tends to contradict, vary, add to,

2025The parol evidence rule did not preclude the ALJ from considering petitioner’s explanation that contravened the factual recitals (labeled “Acknowledgments”), because the recitals did “not themselves create promises, obligations, or substantive rights” and therefore “are not operative terms that are protected against alteration by the parol evidence rule.” Nova Grp./Tutor-Saliba, 87 F.4th at 1380 .

2025Such an integration clause is not invariably conclusive, and its coverage is a matter of interpretation.”); Fullmer v. Morrill, 273 P.2d 885, 887 (Utah 1954) (“Parol evidence is admissible to contradict a false recital of fact, the parol evidence rule applying only to the terms of the contract.”); Richeson v. Wood, 163 S.E. 339, 343 (Va. 1932) (“Where the consideration for a written contract is mentioned therein merely by way of recital and is not a contractual term of the contract, the general rule is that the true consideration for the contract may be shown by either party by extrinsic evide

2023A document is ambiguous only if “the provisions in controversy are[] reasonably or fairly susceptible of different constructions or interpretations, or of two or more different meanings.” Sahrapour v. LesRon, LLC, 119 A.3d 704, 708 (D.C. 2015) (quoting Joyner v. Estate of Johnson, 36 A.3d 851, 856 (D.C. 2012)). 2 2 The operating agreement states that Capital River “will be governed under the laws of the Commonwealth of Virginia,” so there is at least an argument that we 9 The plain language of the MOU, incorporated into the operating agreement, unambiguously grants Ibiezugbe and Falkner the ab

2013This jurisdiction has long employed an “objective law” of contracts, Joyner v. Estate of Johnson, 36 A.3d 851, 855-56 (D.C.2012), meaning that “the written language embodying the terms of an agreement will govern the rights and liabilities of the parties [regardless] of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite undertaking, or unless there is fraud, duress, or mutual mistake,” Dyer v. Bilaal, 983 A.2d 349, 354-55 (D.C.2009); accord, Tillery, 912 A.2d at 1176 . 2 In interpreting contractual langua

2013This jurisdiction has long employed an “objective law” of contracts, Joyner v. Estate of Johnson, 36 A.3d 851, 855-56 (D.C.2012), meaning that “the written language embodying the terms of an agreement will govern the rights and liabilities of the parties [regardless] of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite undertaking, or unless there is fraud, duress, or mutual mistake,” Dyer v. Bilaal, 983 A.2d 349, 354-55 (D.C.2009); accord, Tillery, 912 A.2d at 1176 . 2 In interpreting contractual langua

2013This jurisdiction has long employed an “objective law” of contracts, Joyner v. Estate of Johnson, 36 A.3d 851, 855-56 (D.C.2012), meaning that “the written language embodying the terms of an agreement will govern the rights and liabilities of the parties [regardless] of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite undertaking, or unless there is fraud, duress, or mutual mistake,” Dyer v. Bilaal, 983 A.2d 349, 354-55 (D.C.2009); accord, Tillery, 912 A.2d at 1176 . 2 In interpreting contractual langua

2013Admittedly, our cases have not been a model of clarity in explaining the parol evidence rule. 4 Compare Dyer, 983 A.2d at 855 (if contractual language “ ‘is facially unambiguous, we must rely solely upon its language as providing the best objective manifestation of the parties’ intent’ ”) (quoting Bolling Fed.

2013See, e.g., Debnam v. Crane Co., 976 A.2d 193, 197 (D.C.2009) ("Extrinsic evidence may be used to determine the circumstances surrounding the making of the contract!;] however, it may not be relied upon to show the subjective intent of the parties absent ambiguity in the contract’s language.”) (internal quotation marks omitted); Christacos v. Blackie’s House of Beef, Inc., 583 A.2d 191, 194 (D.C.1990) (”[A]lthough extrinsic evidence of the parties’ subjective intent may be resorted to only if the document is ambiguous, extrinsic evidence may be considered to determine the circumstances surround

2013See, e.g., Debnam v. Crane Co., 976 A.2d 193, 197 (D.C.2009) ("Extrinsic evidence may be used to determine the circumstances surrounding the making of the contract!;] however, it may not be relied upon to show the subjective intent of the parties absent ambiguity in the contract’s language.”) (internal quotation marks omitted); Christacos v. Blackie’s House of Beef, Inc., 583 A.2d 191, 194 (D.C.1990) (”[A]lthough extrinsic evidence of the parties’ subjective intent may be resorted to only if the document is ambiguous, extrinsic evidence may be considered to determine the circumstances surround

2007In ascertaining the parties’ intent, we consider “the written contract, the conduct and language of the parties and the surrounding circumstances.” Id. (citing Standley v. Egbert, 267 A.2d 365, 367 (D.C.1970)).

2006The governing law is that, “where an agreement has been reached by the parties but the writing does not accurately express [their] mutual agreement ... ref *424 ormation is appropriate.” Isaac v. First Natl Bank, 647 A.2d 1159 , 1162 n. 9 (D.C. 1994). 4 A finding of mutual mistake, however, “whether to avoid or reform a written agreement, obviously must reflect strictness in interpretation and a high level of proof; otherwise, the parol evidence rule will be swallowed up in [that and similar] exceptions.” Id. at 1163 .

2006The governing law is that, “where an agreement has been reached by the parties but the writing does not accurately express [their] mutual agreement ... ref *424 ormation is appropriate.” Isaac v. First Natl Bank, 647 A.2d 1159 , 1162 n. 9 (D.C. 1994). 4 A finding of mutual mistake, however, “whether to avoid or reform a written agreement, obviously must reflect strictness in interpretation and a high level of proof; otherwise, the parol evidence rule will be swallowed up in [that and similar] exceptions.” Id. at 1163 .

1996The District of Columbia adheres to the modern view regarding admissibility of evidence of circumstances both in determining whether a contract is integrated, Howard Univ. v. Good Food Servs., 608 A.2d 116, 127 (D.C.1992) (relying on RESTATEMENT (SECOND) OF CONTRACTS § 214), and in interpreting the terms of a contract, District of Columbia v. C.J.