parol evidence rule in Tennessee

2026Furthermore, this Court has explained that, although the parol evidence rule prevents contracting parties from using extraneous evidence to alter or vary the terms of an integrated, unambiguous contract[,] [s]ee GRW Enters., Inc. v. Davis, 797 S.W.2d 606, 610-11 (Tenn. Ct. App. 1990) (citing Jones v. Brooks, 696 S.W.2d 885, 886 (Tenn. 1985))[,] [t]he rule does not . . . prevent the use of extraneous evidence to prove a separate agreement made after the written one.

2020Furthermore, this Court has explained that, although the parol evidence rule prevents contracting parties from using extraneous evidence to alter or vary the terms of an integrated, unambiguous contract[,] [s]ee GRW Enters., Inc. v. Davis, 797 S.W.2d 606, 610-11 (Tenn.Ct.App.1990) (citing Jones v. Brooks, 696 S.W.2d 885, 886 (Tenn.1985))[,] [t]he rule does not . . . prevent the use of extraneous evidence to prove a separate agreement made after the written one.

2018(Emphasis added.) Similarly, Tennessee case law provides that “[u]nder the parol evidence rule parol evidence is inadmissible to contradict, vary, or alter a written contract where the written instrument is valid, complete, and unambiguous, absent fraud or mistake or any claim or allegation thereof.” Airline Constr., Inc. v. Barr, 807 S.W.2d 247, 259 (Tenn. Ct. App. 1990).

2012The parol evidence rule provides that parol evidence “is inadmissible to contradict, vary, or alter a written contract where the written instrument is valid, complete, and unambiguous, absent fraud or mistake or any claim or allegation thereof.” Bradford v. Sell, 240 S.W.3d 834, 838 (Tenn. Ct. App. 2007)(citing Airline Const. Inc. v. Barr, 807 S.W.2d 247, 259 (Tenn. Ct. App.1990); 32A C.J.S.

2020In re Estate of Nelson, 2007 WL 851265 , at *17; see also Smith v. Hi-Speed, Inc., 536 S.W.3d 458, 471 (Tenn. Ct. App. 2016) (allowing evidence of conduct occurring after the execution of a written lease agreement to show the basis for modification of a written contract) (emphasis added); Schwartz v. Diagnostix Network All., LLC, No. M2014- 00006-COA-R3-CV, 2014 WL 6453676 , at *10 (Tenn. Ct. App. Nov. 17, 2014) perm. app. denied (Tenn. April 10, 2015) (citing Brunson v. Gladish, 125 S.W.2d 144, 147 (Tenn. 1939)) (“[E]vidence of an agreement made subsequent to the execution of the written agre

2020In re Estate of Nelson, 2007 WL 851265 , at *17; see also Smith v. Hi-Speed, Inc., 536 S.W.3d 458, 471 (Tenn. Ct. App. 2016) (allowing evidence of conduct occurring after the execution of a written lease agreement to show the basis for modification of a written contract) (emphasis added); Schwartz v. Diagnostix Network All., LLC, No. M2014- 00006-COA-R3-CV, 2014 WL 6453676 , at *10 (Tenn. Ct. App. Nov. 17, 2014) perm. app. denied (Tenn. April 10, 2015) (citing Brunson v. Gladish, 125 S.W.2d 144, 147 (Tenn. 1939)) (“[E]vidence of an agreement made subsequent to the execution of the written agre

2026While the trial court found that Wife was coerced into deeding away her interest in the BFR Property, Husband cites the Tennessee Supreme Court for the proposition that the deed speaks for itself and that, “[i]n general, the parol evidence rule provides that ‘a writing intended by the parties to be a final embodiment of their agreement cannot be modified by evidence of earlier or contemporaneous agreements that might add to, vary, or contradict the writing.’” Individual Healthcare Specialists, Inc. v. BlueCross BlueShield of Tennessee, Inc., 566 S.W.3d 671 , 694–95 (Tenn. 2019) (quoting Black’

2024Our supreme court has stated that for a fully integrated contract, “general extrinsic evidence of context may be used to interpret the contractual language in line with the parties’ intent, but the parol evidence rule prohibits the use of evidence of pre-contract negotiations in order to vary, contradict, or supplement the contractual terms . . . .” Individual Healthcare Specialists, 566 S.W.3d at 697 .

2022This Court has previously held that the parol evidence rule “has no application to a case involving a fraudulent misrepresentation which induces the contract.” Brungard v. Caprice Records, Inc., 608 S.W.2d 585, 588 (Tenn. Ct. App. 1980) (quoting Haynes v. Cumberland Builders, Inc., 546 S.W.2d 228, 231 (Tenn. Ct. App. 1977)); see also Stamp v. Honest Abe Log Homes, Inc., 804 S.W.2d 455, 458 (Tenn. Ct. App. 1990) (determining that a claim for misrepresentation “sounded in tort” rather than contract, and therefore the parol evidence rule should have no application); Butler v. Butler, No. W2007-01

2016See Brungard v. Caprice Records, Inc., 608 S.W.2d 585, 588 (Tenn. Ct. App. 1980); see also Hines v. Wilcox, 33 S.W. 914 , 915-16 (Tenn. 1896) (listing several other exceptions to the parol evidence rule).

2018“The parol evidence rule does not permit contracting parties to ‘use extraneous evidence to alter, vary, or qualify the plain meaning of an unambiguous written contract.’” Staubach, 160 S.W.3d at 525 (quoting GRW Enters. v. Davis, 797 S.W.2d 606, 610 (Tenn. Ct. App. 1990)). 14 In finding that the Kecks had exercised the option to purchase the Walnut Breeze Property during the January 6, 2014 “closing,” the trial court stated in its memorandum opinion: Based on [the Lease Agreement], it’s pretty clear that [the Kecks] entered into a lease agreement to rent Walnut Breeze for one year, and that d

2016“The parol evidence rule does not permit contracting parties to ‘use extraneous evidence to alter, vary, or qualify the plain meaning of an unambiguous written contract.’” Staubach, 160 S.W.3d at 525 (quoting GRW Enters. v. Davis, 797 S.W.2d 606, 610 (Tenn. Ct. App. 1990)).

2024However, we stated that the evidence in the affidavits did not “contradict the final writing and [was] relevant to the parties’ intent when they signed the agreement.” Id.

2024P. 56.04 (“The trial court shall state the legal grounds upon which the court denies or 4 In Richland, we recognized that the parol evidence rule is a “substantial problem.” Richland, 832 S.W.2d at 558 .

2026Furthermore, this Court has explained that, although the parol evidence rule prevents contracting parties from using extraneous evidence to alter or vary the terms of an integrated, unambiguous contract[,] [s]ee GRW Enters., Inc. v. Davis, 797 S.W.2d 606, 610-11 (Tenn. Ct. App. 1990) (citing Jones v. Brooks, 696 S.W.2d 885, 886 (Tenn. 1985))[,] [t]he rule does not . . . prevent the use of extraneous evidence to prove a separate agreement made after the written one.

2020Furthermore, this Court has explained that, although the parol evidence rule prevents contracting parties from using extraneous evidence to alter or vary the terms of an integrated, unambiguous contract[,] [s]ee GRW Enters., Inc. v. Davis, 797 S.W.2d 606, 610-11 (Tenn.Ct.App.1990) (citing Jones v. Brooks, 696 S.W.2d 885, 886 (Tenn.1985))[,] [t]he rule does not . . . prevent the use of extraneous evidence to prove a separate agreement made after the written one.

2022This Court has previously held that the parol evidence rule “has no application to a case involving a fraudulent misrepresentation which induces the contract.” Brungard v. Caprice Records, Inc., 608 S.W.2d 585, 588 (Tenn. Ct. App. 1980) (quoting Haynes v. Cumberland Builders, Inc., 546 S.W.2d 228, 231 (Tenn. Ct. App. 1977)); see also Stamp v. Honest Abe Log Homes, Inc., 804 S.W.2d 455, 458 (Tenn. Ct. App. 1990) (determining that a claim for misrepresentation “sounded in tort” rather than contract, and therefore the parol evidence rule should have no application); Butler v. Butler, No. W2007-01

2011Richland Country Club, Inc. v. CRC Equities, Inc., 832 S.W.2d 554, 558 (Tenn. Ct. App. 1991); Stamp v. Honest Abe Log Homes, Inc., 804 S.W.2d 455, 457 (Tenn. Ct. App. 1990).

2016In this state, extrinsic evidence can be admitted for the following purposes: (a) to aid in the interpretation of existing terms or to explain, rather than contradict, the terms of a document, see Burlison v. United States, 533 F.3d 419, 429-430 (6th Cir.2008); Richland Country Club, Inc. v. CRC Equities, Inc., - 13 - 832 S.W.2d 554, 558 (Tenn. Ct. App. 1991); (b) to resolve a latent ambiguity in the contract, Coble Systems, Inc. v. Gifford Co., 627 S.W.2d 359 (Tenn. Ct. App. 1981); or (c) to establish allegations of fraud or fraudulent misrepresentation in the inducement of a contract.

2011Simonton v. Huff, 60 S.W.3d 820, 825 (Tenn. Ct. App. 2000); Frank Rudy Heirs Assocs. v. Sholodge, Inc., 967 S.W.2d 810, 814 (Tenn. Ct. App. 1997); Richland Country Club, 832 S.W.2d at 558 ; Coble Sys., Inc. v. Gifford, 627 S.W.2d 359, 362 (Tenn. Ct. App. 1981).

1997Early, 241 S.W.2d at 535 ; Starnes, 723 S.W.2d at 117 . 6 While the parol evidence rule typically involves an attempt to introduce evidence of an oral promise or commitment, the Bank argues that it applies to the written Commercial Loan Memorandum.

1953The court reviewed two prior Tennessee decisions holding under similar circumstances that evidence of prior or contemporaneous collateral agreements to make certain improvements on the land was admissible and held that the parol evidence rule does not apply: “When the representations and statements are made as an inducement to the contract, and form the basis or consideration of it.” Having denied certiorari originally, the Supreme Court, in Early v. Street, 192 Tenn. 463 , at page 474, 241 S. W. (2d) 531 , reiterated its approval of the holding in ITaynes v. Morton, supra. While the holding i

2022This Court has previously held that the parol evidence rule “has no application to a case involving a fraudulent misrepresentation which induces the contract.” Brungard v. Caprice Records, Inc., 608 S.W.2d 585, 588 (Tenn. Ct. App. 1980) (quoting Haynes v. Cumberland Builders, Inc., 546 S.W.2d 228, 231 (Tenn. Ct. App. 1977)); see also Stamp v. Honest Abe Log Homes, Inc., 804 S.W.2d 455, 458 (Tenn. Ct. App. 1990) (determining that a claim for misrepresentation “sounded in tort” rather than contract, and therefore the parol evidence rule should have no application); Butler v. Butler, No. W2007-01

2004The parol evidence rule “has no application to a case involving a fraudulent misrepresentation which induces the execution of a contract.” Id. at 83-84 (quoting Haynes v. Cumberland Builders, 546 S.W.2d 228, 231 (Tenn. Ct. App. 1976)).

2011Simonton v. Huff, 60 S.W.3d 820, 825 (Tenn.Ct.App.2000); Frank Rudy Heirs Assocs. v. Sholodge, Inc., 967 S.W.2d 810, 814 (Tenn.Ct.App.1997); ...

2011Simonton v. Huff, 60 S.W.3d 820, 825 (Tenn. Ct. App. 2000); Frank Rudy Heirs Assocs. v. Sholodge, Inc., 967 S.W.2d 810, 814 (Tenn. Ct. App. 1997); Richland Country Club, 832 S.W.2d at 558 ; Coble Sys., Inc. v. Gifford, 627 S.W.2d 359, 362 (Tenn. Ct. App. 1981).

2011Simonton v. Huff, 60 S.W.3d 820, 825 (Tenn.Ct.App.2000); Frank Rudy Heirs Assocs. v. Sholodge, Inc., 967 S.W.2d 810, 814 (Tenn.Ct.App.1997); ...

2011Simonton v. Huff, 60 S.W.3d 820, 825 (Tenn. Ct. App. 2000); Frank Rudy Heirs Assocs. v. Sholodge, Inc., 967 S.W.2d 810, 814 (Tenn. Ct. App. 1997); Richland Country Club, 832 S.W.2d at 558 ; Coble Sys., Inc. v. Gifford, 627 S.W.2d 359, 362 (Tenn. Ct. App. 1981).

2004First Family relies on Lyons v. Farmers Insurance Exchange, 26 S.W.3d 888 (Tenn. Ct. App. 2000), and Farmers & Merchants Bank v. Petty, 664 S.W.2d 77 (Tenn. Ct. App. 1983), for the proposition that the parol evidence rule applies in this case to bar proof of oral representations which contradict the terms of the written loan agreement.

2000Thus, the parol evidence rule is a “quasi-statute of frauds” which rejects evidence of any oral statement in contradiction of the terms of a written agreement. 664 S.W.2d at 81-82 .

2019See, e.g. , Hines v. Wilcox , 96 Tenn. 148 , 33 S.W. 914 , 914-15 (1896) (listing multiple exceptions to the parol evidence rule).

2016See Brungard v. Caprice Records, Inc., 608 S.W.2d 585, 588 (Tenn. Ct. App. 1980); see also Hines v. Wilcox, 33 S.W. 914 , 915-16 (Tenn. 1896) (listing several other exceptions to the parol evidence rule).

2019"The general rule is that parol evidence is not admissible to contradict a written agreement...." 23 Hines v. Wilcox , 96 Tenn. 148 , 33 S.W. 914 , 914-15 (1896) (citations omitted); see also Clayton v. Haury , 224 Tenn. 222 , 452 S.W.2d 865 , 867 (1970) ; Somerville v. Gullett Gin Co. , 137 Tenn. 509 , 194 S.W. 576 , 578 (1917) ; Johnson v. Cont'l Ins.

2019"The general rule is that parol evidence is not admissible to contradict a written agreement...." 23 Hines v. Wilcox , 96 Tenn. 148 , 33 S.W. 914 , 914-15 (1896) (citations omitted); see also Clayton v. Haury , 224 Tenn. 222 , 452 S.W.2d 865 , 867 (1970) ; Somerville v. Gullett Gin Co. , 137 Tenn. 509 , 194 S.W. 576 , 578 (1917) ; Johnson v. Cont'l Ins.

2015Id. at § 1194; see Huffine v. Riadon, 541 S.W.2d 414 (Tenn. 1976). [One] such exception to the parol evidence rule is that extrinsic evidence is admissible to show fraud or mistake.

2015Id. at § 1194; see Huffine v. Riadon, 541 S.W.2d 414 (Tenn. 1976). [One] such exception to the parol evidence rule is that extrinsic evidence is admissible to show fraud or mistake.

2013Co., 562 S.W.2d 198, 201 (Tenn. 1978)).

2001Co., 562 S.W.2d 198, 201 (Tenn. 1978) (“The parol evidence rule in Tennessee is not a rule of evidence merely, but is a rule of substantive law and no exception nor assignment of error is necessary to ensure its application.”); see also Tri-Cities Forklift Co. v. Conasauga River Lumber Co., 700 S.W.2d 548, 549 (Tenn. Ct. App. 1985). (“since in this jurisdiction the parol evidence rule is not merely a rule of evidence but a rule of substantive law, we are bound by it on appeal whether the appellant objected on the trial of the case or fails to raise it as an issue on appeal”).

2000The test as to the application of the parol evidence rule is whether the testimony as to oral agreements or negotiations varies or contradicts the instrument in question or merely explains it. 429 S.W.2d at 457 , citing Marron v. Scarbrough, 44 Tenn. App. 414, 451 , 314 S.W.2d 165 (1958).

2000The test as to the application of the parol evidence rule is whether the testimony as to oral agreements or negotiations varies or contradicts the instrument in question or merely explains it. 429 S.W.2d at 457 , citing Marron v. Scarbrough, 44 Tenn. App. 414, 451 , 314 S.W.2d 165 (1958).

2021Indeed, the Tennessee Supreme Court has held that even where a contract contains an integration clause, “general extrinsic evidence of context may be used to interpret the contractual language in line with the parties’ intent[.]” Individual Healthcare Specialists, Inc. v. BlueCross BlueShield of Tennessee, Inc., 566 S.W.3d 671, 697 (Tenn. 2019) (“The parol evidence rule does not . . . prohibit courts from considering extrinsic evidence of the facts and circumstances surrounding the contract’s execution as an aid in the construction of the contract’s language, but the evidence may only give the

2019"The parol evidence rule does not ... prohibit courts from considering extrinsic evidence of the facts and circumstances surrounding the contract's execution as an aid in the construction of the contract's language." URI , 543 S.W.3d at 765 .

2001Co., 562 S.W.2d 198, 201 (Tenn. 1978) (“The parol evidence rule in Tennessee is not a rule of evidence merely, but is a rule of substantive law and no exception nor assignment of error is necessary to ensure its application.”); see also Tri-Cities Forklift Co. v. Conasauga River Lumber Co., 700 S.W.2d 548, 549 (Tenn. Ct. App. 1985). (“since in this jurisdiction the parol evidence rule is not merely a rule of evidence but a rule of substantive law, we are bound by it on appeal whether the appellant objected on the trial of the case or fails to raise it as an issue on appeal”).

1999Frost contends that the evidence preponderates against a finding of a guaranteed price because (1) his version of the conversation is corroborated by the “written contract”; and (2) the parties’ conduct was not consistent with a contract for a guaranteed maximum price. 3 As to whether an objection to inadmissible parol evidence is necessary to raise the parol evidence rule, see Tri-Cities Forlift Co. v. Conasauga River Lumber Co., 700 S.W.2d 548, 549 (Tenn.Ct.App. 1985). 13 The trial court was presented with the testimony of Mr. Duncan, Judy Duncan, and Frost regarding their discussions on Jan

2020In re Estate of Nelson, 2007 WL 851265 , at *17; see also Smith v. Hi-Speed, Inc., 536 S.W.3d 458, 471 (Tenn. Ct. App. 2016) (allowing evidence of conduct occurring after the execution of a written lease agreement to show the basis for modification of a written contract) (emphasis added); Schwartz v. Diagnostix Network All., LLC, No. M2014- 00006-COA-R3-CV, 2014 WL 6453676 , at *10 (Tenn. Ct. App. Nov. 17, 2014) perm. app. denied (Tenn. April 10, 2015) (citing Brunson v. Gladish, 125 S.W.2d 144, 147 (Tenn. 1939)) (“[E]vidence of an agreement made subsequent to the execution of the written agre

2020In re Estate of Nelson, 2007 WL 851265 , at *17; see also Smith v. Hi-Speed, Inc., 536 S.W.3d 458, 471 (Tenn. Ct. App. 2016) (allowing evidence of conduct occurring after the execution of a written lease agreement to show the basis for modification of a written contract) (emphasis added); Schwartz v. Diagnostix Network All., LLC, No. M2014- 00006-COA-R3-CV, 2014 WL 6453676 , at *10 (Tenn. Ct. App. Nov. 17, 2014) perm. app. denied (Tenn. April 10, 2015) (citing Brunson v. Gladish, 125 S.W.2d 144, 147 (Tenn. 1939)) (“[E]vidence of an agreement made subsequent to the execution of the written agre

2016Realty Ltd., 707 S.W.2d 524, 526-27 (Tenn. Ct. App. 1985) (noting that the parol evidence rule does not bar proof of testimony extraneous to the written contract when offered in a lawsuit to reform the contract on the ground of mutual mistake).

2013Div. v. General Realty, Ltd., 707 S.W.2d 524 , 526–27 (Tenn. Ct. App. 1985); Gibson County v. Fourth & First Nat’l Bank, 20 Tenn. App. 168 , 178–79, 96 S.W.2d 184, 190 (1936); 3 A. Corbin, Corbin on Contracts § 582 (1960), or to prove estoppel or waiver.

2019See Deaver , 43 S.W.2d at 200 (citing Wigmore on Evidence, § 2400); GRW Enters., Inc. v. Davis , 797 S.W.2d 606 , 610 (Tenn. Ct. App. 1990) ("The parol evidence rule is a rule of substantive law intended to protect the integrity of written contracts.").

1980Beal’s Cardinal Rules of Legal Interpretation, 2nd Ed., 143; Bridges v. Robinson, 2 Cooper’s Tenn.Ch. 720, 723. ‘Ordinarily, as between parties and their privies parol evidence is not admissible to contradict or vary the terms of a written contract, and the writing merges all prior oral agreements.’ 2 Williston on Contracts, 1217-1225, secs. 630-632; Litterer v. Wright, 151 Tenn. 210 , 268 S.W. 624 . ‘The written memorial as interpreted by the law, is, for legal purposes, the sole act of the parties in regard to the matter up to the time of the integration.’ 2 Willi-ston on Contracts, 1224, se

2004Additionally, we note that, even if the credits did vary or contradict the Note and Deed of Trust such that the parol evidence rule would apply, the credits involved transactions which occurred subsequent to the execution of the Note and Deed of Trust. “[T]he parol evidence rule does not forbid the introduction of evidence of an agreement made subsequent to the execution of the writing, although the effect of the subsequent agreement might add to, change, modify or abrogate the contract as evidenced by the writing.” Starnes, 723 S.W.2d at 118 (citing Brunson v. Gladish, 125 S.W.2d 144 (Tenn. 1

1997Early, 241 S.W.2d at 535 ; Starnes, 723 S.W.2d at 117 . 6 While the parol evidence rule typically involves an attempt to introduce evidence of an oral promise or commitment, the Bank argues that it applies to the written Commercial Loan Memorandum.