parol evidence rule in Florida

2021Corp. v. Meruelo, 626 So. 2d 234, 237 (Fla. 3d DCA 1993) (holding: “The parol evidence rule ‘serves as a shield to protect a valid, complete and unambiguous written instrument from any verbal assault that would contradict, add to, or subtract from it, or affect its construction’”) (quoting Sears v. James Talcott, Inc., 174 So. 2d 776, 778 (Fla. 2d DCA 1965)); Patco Transp., Inc. v. Estupinan, 917 So. 2d 922, 923 (Fla. 1st DCA 2005) (holding release signed by employee in settlement of negligence action 2 against his employer and others, releasing employer from “any and all past, present or futu

2012“The parol evidence rule serves as a shield to protect a valid, complete and unambiguous written instrument from any verbal assault that would contradict, add to, or subtract from it, or affect its construction.” Id. (quoting Sears v. James Talcott, Inc., 174 So.2d 776, 778 (Fla. 2d DCA 1965)).

2014This court has no authority to change the law simply because the law seems to us to be inadequate in some particular case.”); Schwartz v. Zaconick, 68 So.2d 173, 175-76 (Fla.1953) (noting, in holding the court of equity could not ignore the parol evidence rule, that “[ejquity, although not as inflexible as the law, is nevertheless administered within established limits and upon recognized principles” and “must follow the law unless some recognized principle permits otherwise”); Hayes v. Frohock, 56 Fla. 794 , 47 So. 343 , 343 (1908) (affirming circuit court’s dissolution of an injunction that

2004NOTES [1] The parol-evidence rule is generally considered a "fundamental rule of substantive law." The Florida Bar v. Frederick, 756 So.2d 79 , 85 n. 2 (Fla.2000) (citing Schwartz v. Zaconick, 68 So.2d 173, 175 (Fla.1953); Knabb v. Reconstruction Fin.

1988The parol evidence rule is no barrier to the admission of the promises of the salesman as “parol testimony and ... is competent to prove that [an] instrument was procured through misrepresentation, overreaching, or undue advantage taken of the plaintiff.” Tinker v. DeMaria Porsche Audi, Inc., 459 So.2d 487, 491 (Fla. 3d DCA 1984); pet. for rev. den, 471 So.2d 43 (Fla. 1985); see also Pena v. Tampa Fed.

1988The “exception to the parol evidence rule which operates when a contract is procured by fraud, is also applicable where a general disclaimer clause is included in that contract.” 459 So.2d at 492 .

2024See The Race, Inc. v. Lake & River Recreational Properties, Inc., 573 So. 2d 409 , 410–11 (Fla. 1st DCA 1991) (citations omitted) (“[T]he parol evidence rule is of course directed against verbal agreements between the parties to a written contract, made before or at the time of the execution of the contract, but it does not prohibit the admission of a subsequent oral agreement that alters, modifies, or changes the former existing agreement between the parties.”); see also Pavolini v. Williams, 915 So. 2d 251, 254 (Fla. 5th DCA 2005) (“The parol evidence rule applies to verbal agreements betwee

2024See The Race, Inc. v. Lake & River Recreational Properties, Inc., 573 So. 2d 409 , 410–11 (Fla. 1st DCA 1991) (citations omitted) (“[T]he parol evidence rule is of course directed against verbal agreements between the parties to a written contract, made before or at the time of the execution of the contract, but it does not prohibit the admission of a subsequent oral agreement that alters, modifies, or changes the former existing agreement between the parties.”); see also Pavolini v. Williams, 915 So. 2d 251, 254 (Fla. 5th DCA 2005) (“The parol evidence rule applies to verbal agreements betwee

2024See The Race, Inc. v. Lake & River Recreational Properties, Inc., 573 So. 2d 409 , 410–11 (Fla. 1st DCA 1991) (citations omitted) (“[T]he parol evidence rule is of course directed against verbal agreements between the parties to a written contract, made before or at the time of the execution of the contract, but it does not prohibit the admission of a subsequent oral agreement that alters, modifies, or changes the former existing agreement between the parties.”); see also Pavolini v. Williams, 915 So. 2d 251, 254 (Fla. 5th DCA 2005) (“The parol evidence rule applies to verbal agreements betwee

2024See The Race, Inc. v. Lake & River Recreational Properties, Inc., 573 So. 2d 409 , 410–11 (Fla. 1st DCA 1991) (citations omitted) (“[T]he parol evidence rule is of course directed against verbal agreements between the parties to a written contract, made before or at the time of the execution of the contract, but it does not prohibit the admission of a subsequent oral agreement that alters, modifies, or changes the former existing agreement between the parties.”); see also Pavolini v. Williams, 915 So. 2d 251, 254 (Fla. 5th DCA 2005) (“The parol evidence rule applies to verbal agreements betwee

2004Linear Corp. v. Standard Hardware Co., 423 So.2d 966 (Fla. 1st DCA 1982); Ungerleider v. Gordon, 214 F.3d 1279 (11th Cir.2000) (containing a comprehensive discussion of Florida law and concluding that the inducement exception to the parol evidence rule does not permit oral evidence which *14 directly contradicts the written agreement) [1] .

1992The Race Inc. v. Lake & River Recreational Properties, Inc., 573 So.2d 409, 410-11 (Fla. 1st DCA 1991); Linear Corp. v. Standard Hardware Co., 423 So.2d 966, 968 (Fla. 1st DCA 1982).

1997Furlong v. First Nat'l Bank of Hialeah, 329 So.2d 406, 408 (Fla. 3d DCA 1976); Wise v. Quina, 174 So.2d 590 (Fla. 1st DCA 1965).

1980For the doctrine that there is a limitation upon the parol evidence rule that parol evidence of a matter of inducement is admissible where it is shown that except for the oral agreement the written contract would not have been executed, appellee depends on Mallard v. Ewing, 121 Fla. 654 , 164 So. 674 (1935); Wise v. Quina, 174 So.2d 590 (Fla. 1st DCA 1965); and Healy v. Atwater, 269 So.2d 753 (Fla. 3d DCA 1972).

2012“The parol evidence rule serves as a shield to protect a valid, complete and unambiguous written instrument from any verbal assault that would contradict, add to, or subtract from it, or affect its construction.” Id. (quoting Sears v. James Talcott, Inc., 174 So.2d 776, 778 (Fla. 2d DCA 1965)).

2011See Jenkins, 913 So.2d at 53 (“For the parol evidence rule to apply, ‘the written agreement must appear on its face to express an agreement complete in all essential terms.’”) (quoting Gulf Atl.

2012To the contrary, the Lease provided that Girleook was accepting the premises, including the building and the plaza, “in their current condition at the beginning of the rental period.” See Rosenstein v. Rosenstein, 976 So.2d 1148, 1149 (Fla. 4th DCA 2008) (“A court may not change the terms of a contract to achieve what it might think is a more appropriate result, or to relieve one side from an improvident bargain.” (citations omitted)); Allett v. Hill, 422 So.2d 1047, 1050 (Fla. 4th DCA 1982) (explaining that “the admission of parol evidence to add a term to [a fully-integrated] written lease w

2011The parol evidence rule precludes consideration of such evidence “to contradict, vary, defeat, or modify a complete and unambiguous written instrument, or to change, add to, or subtract from it, or affect its construction.” Id. at 486 (citation omitted); see also Allett v. Hill, 422 So.2d 1047, 1050 (Fla. 4th DCA 1982) (finding error in “the admission of parol evidence to add a term to [a] written lease which, whether part of the preliminary negotiations or a separate subsequent condition, plainly violates ... the doctrine of merger and the parol evidence rule”).

1989Corp., 144 Fla. 110 , 197 So. 707 (1940), and Beach Keys, Inc. v. Girvin, 213 So.2d 314 (Fla. 1st DCA 1968), for the proposition that the parol evidence rule is a rule of substantive law and not a rule of evidence, in that it has nothing to do with the value of one fact as probative of the existence of another.

1989Corp., 144 Fla. 110 , 197 So. 707 (1940), and Beach Keys, Inc. v. Girvin, 213 So.2d 314 (Fla. 1st DCA 1968), for the proposition that the parol evidence rule is a rule of substantive law and not a rule of evidence, in that it has nothing to do with the value of one fact as probative of the existence of another.

2004NOTES [1] The parol-evidence rule is generally considered a "fundamental rule of substantive law." The Florida Bar v. Frederick, 756 So.2d 79 , 85 n. 2 (Fla.2000) (citing Schwartz v. Zaconick, 68 So.2d 173, 175 (Fla.1953); Knabb v. Reconstruction Fin.

2004In Florida Bar v. Frederick, 756 So.2d 79 , 85 n. 2 (Fla.2000), the Court concluded that the parol evidence rule does not apply to bar disciplinary proceedings.

1990As this court in Ketchian explained: The reason underlying this exception to the parol evidence rule is that oral evidence is generally permitted to be introduced to show that the parties, prior to or at the time they made a written contract of sale, entered into an agreement that such contract of sale should become operative only on the occurrence of a certain condition or contingency, the theory being that such evidence only goes to prove that the instrument never matured as a valid obligation, and hence there could be no modification or variance or contradiction of it as such. 435 So.2d at

1989The condition precedent exception to the parol evidence rule exists in order to establish that an agreement never became operative due to the failure of a certain condition or contingency, "hence there could be no modification or variance or contradiction of it as such.” Ketchian v. Concannon, 435 So.2d 394, 395 (Fla. 5th DCA 1983).

2019Co., 124 So. 2d 892, 895-96 (Fla. 2d DCA 1960) (holding that a party who fails to object to the introduction of parol evidence in the trial court cannot invoke the parol evidence rule on appeal); see also King v. Bray, 867 So. 2d 1224, 1226 (Fla. 5th DCA 2004) (same).

2004See King v. Bray, 867 So.2d 1224, 1226 (Fla. 5th DCA 2004).

2018It further stated that “[t]he purpose of a merger clause is ‘to affirm the parties’ intent to have the parol evidence rule applied to their contracts.’ ” Id. (quoting Centennial Mortg., Inc. v. SG/SC Ltd., 772 So.2d 564, 564 (Fla. 1st DCA 2000)).

2011The purpose of a merger clause is “to affirm the parties’ intent to have the parol evidence rule applied to their contracts.” Centennial Mortg., Inc. v. SG/SC, Ltd., 772 So.2d 564, 565 (Fla. 1st DCA 2000) (quoting Outlaw v. McMichael, 397 So.2d 1009, 1011 (Fla. 1st DCA 1981)).

2015See Polk v. Critten-den, 537 So.2d 156, 159 (Fla. 5th DCA 1989).

1990See Polk v. Crittenden, 537 So.2d 156 (Fla. 5th DCA 1989), and cases cited therein.

2011The purpose of a merger clause is “to affirm the parties’ intent to have the parol evidence rule applied to their contracts.” Centennial Mortg., Inc. v. SG/SC, Ltd., 772 So.2d 564, 565 (Fla. 1st DCA 2000) (quoting Outlaw v. McMichael, 397 So.2d 1009, 1011 (Fla. 1st DCA 1981)).

2000As we said in Outlaw v. McMichael, 397 So.2d 1009, 1011 (Fla. 1st DCA 1981), the purpose of integration clauses "is to affirm the parties' intent to have the parol evidence rule applied to their contracts." However, we also said that "[t]he modern trend... is for the courts to allow parol evidence, even in cases where a contract contains an integration clause, in order ... to explain an ambiguity in the contract." Id. (citation omitted).

2011Towing Corp. v. Dickerson, Inc., 271 F.2d 542, 546 (5th Cir.1959)).

2005Gulf Atlantic Towing Corp. v. Dickerson, Inc., 271 F.2d 542, 546 (5th Cir.1959)(For the parol evidence rule to apply, "the written agreement must appear on its face to express an agreement complete in all essential terms.")(quotation and citations omitted).

2010It does not apply to the admission of subsequent oral agreements that alter, modify, or change the former existing agreement between the parties.” Pavolini v. Williams, 915 So.2d 251, 254 (Fla. 5th DCA 2005) (citing Wilson v. McClenny, 32 Fla. 363 , 13 So. 873 (1893); Vorzimer v. Kaplan, 362 So.2d 451 (Fla. 3d DCA 1978)).

1991Wilson v. McClenny, 32 Fla. 363 , 13 So. 873 (1893); Vorzimer v. Kaplan, 362 So.2d 451 (Fla. 3d DCA 1978).

1980For the doctrine that there is a limitation upon the parol evidence rule that parol evidence of a matter of inducement is admissible where it is shown that except for the oral agreement the written contract would not have been executed, appellee depends on Mallard v. Ewing, 121 Fla. 654 , 164 So. 674 (1935); Wise v. Quina, 174 So.2d 590 (Fla. 1st DCA 1965); and Healy v. Atwater, 269 So.2d 753 (Fla. 3d DCA 1972).

1974He did not hold that the exception to the parol evidence rule recognized by the Supreme Court in Mallard v. Ewing, supra, and applied by this court in Healy v. Atwater, supra, does not exist, but held that under the facts of this case where (1) the parties were dealing at arms length, (2) the allegation of fraud was by conclusion only, (3) the mortgage provided by express terms that the parties did not rely on any oral representation, (4) the mortgage expressed an exact method for release of portions of the property from the lien of the mortgage, the tendered defense seeking to exclude a porti

1987The parol evidence rule is no barrier to the admission of the promises of the salesman as “parol testimony and ... is competent to prove that [an] instrument was procured through misrepresentation, overreaching, or undue advantage taken of the plaintiff.” Tinker v. DeMaria Porsche Audi, Inc., 459 So.2d 487, 491 (Fla. 3d DCA 1984); see also Pena v. Tampa Fed S & L Assoc., 363 So.2d 815 (Fla. 2d DCA 1978), cert. denied, 373 So.2d 461 (Fla. 1979).

1985If the master applied the statute of frauds and ruled, as a matter of law, that a fraudulent oral statement could not be used to set aside a written agreement procured by fraud, the master was in error. “[W]hen fraud enters into a transaction to the extent of inducing a written contract, the parol evidence rule is not applicable.” Tinker v. DeMaria Porsche Audi, Inc., 459 So.2d 487, 491 (Fla. 3d DCA 1984); see generally, Hartsfield v. Williams, 145 Fla. 709 , 200 So. 220 (1941); Ton-Will Enterprises, Inc. v. T & J Losurdo, Inc., 440 So.2d 621 (Fla. 2d DCA 1983); Pena v. Tampa Federal Savings a

1985It is true that the parol evidence rule "serves as a shield to protect a valid, complete and unambiguous written instrument from any verbal assault that would contradict, add to, or subtract from it or affect its construction." Carlon, 381 So.2d at 293 .

1982It is compounded by the admission of parol evidence to add a term to the written lease which, whether part of the preliminary negotiations or a separate subsequent condition, plainly violates, respectively, the doctrine of merger and the parol evidence rule which we explored in Carlon, Inc. v. Southland Diversified Company, 381 So.2d 291 (Fla. 4th DCA 1980).

2024Montgomery Roofing Co. v. Fred Howland, Inc., 98 So. 2d 484 , 485–86 (Fla. 1957) (quoting 13 Fla. Jur., Sec. 383, pp. 380–381).

2011The parol evidence rule precludes consideration of such evidence “to contradict, vary, defeat, or modify a complete and unambiguous written instrument, or to change, add to, or subtract from it, or affect its construction.” Id. at 486 (citation omitted); see also Allett v. Hill, 422 So.2d 1047, 1050 (Fla. 4th DCA 1982) (finding error in “the admission of parol evidence to add a term to [a] written lease which, whether part of the preliminary negotiations or a separate subsequent condition, plainly violates ... the doctrine of merger and the parol evidence rule”).

2019Co., 124 So. 2d 892, 895-96 (Fla. 2d DCA 1960) (holding that a party who fails to object to the introduction of parol evidence in the trial court cannot invoke the parol evidence rule on appeal); see also King v. Bray, 867 So. 2d 1224, 1226 (Fla. 5th DCA 2004) (same).

1989Co., 124 So.2d 892 (Fla. 2d DCA 1960) (a pre-Evidence Code case), in which the court held that a party could not raise the bar of the parol evidence rule for the first time on appeal, if no objection was made at the trial level.

2018However, if there is a disagreement regarding "whether the particular writing is in fact a complete and accurate integration of the contract, the parol evidence rule is not applied[,] [a]nd no relevant evidence, parol or otherwise, is excluded." Burgan v. Pines Co. of Ga., Ltd., 382 So. 2d 1295, 1296 (Fla. 1st DCA 1980).

1989Both Jackson v. Parker, 153 Fla. 622 , 15 So.2d 451 (1943) and Burgan v. Pines Company of Georgia, Ltd., 382 So.2d 1295 (Fla. 1st DCA 1980) involved relaxation of the parol evidence rule to allow oral testimony for the purpose of connecting several written instruments as part of a whole transaction.