parol evidence rule in Washington

2025Therefore, we decline to address the issue. 10 No. 86535-8-I/11 The parol evidence rule states, “‘extrinsic evidence is not admissible to add to, subtract from, vary, or contradict written instruments which are contractual in nature and which are valid, complete, unambiguous, and not affected by accident, fraud, or mistake.’” Emrich v. Connell, 105 Wn.2d 551, 555-56 , 716 P.2d 863 (1986) (quoting Buyken v. Ertner, 33 Wn.2d 334, 341 , 205 P.2d 628 (1949)).

2025Therefore, we decline to address the issue. 10 No. 86535-8-I/11 The parol evidence rule states, “‘extrinsic evidence is not admissible to add to, subtract from, vary, or contradict written instruments which are contractual in nature and which are valid, complete, unambiguous, and not affected by accident, fraud, or mistake.’” Emrich v. Connell, 105 Wn.2d 551, 555-56 , 716 P.2d 863 (1986) (quoting Buyken v. Ertner, 33 Wn.2d 334, 341 , 205 P.2d 628 (1949)).

1983App. 874, 879, 465 P.2d 212 (1970) held that the legal basis for the parol evidence rule is the theory of integration.

1974App. 874, 879 , 465 P.2d 212 (1970), we held: [T]he legal basis for the parol evidence rule is the theory of integration.

1960Quite recently, in Barber v. Rochester, 52 Wn. (2d) 691, 328 P. (2d) 711 , we reviewed the subject and concluded that the so-called parol evidence rule was not an exclusionary device but, on the contrary, was a basic tenet of substantive law and the trial court’s duty was to consider all relevant extrinsic evidence, either oral or written, in order to determine if the writing embraced the entire agreement of the parties.

1960The majority has cited Barber v. Rochester, 52 Wn. (2d) 691, 328 P. (2d) 711 (1958) (in which I concurred), as supporting its holding that it was the trial court’s duty “to consider all relevant extrinsic evidence, either oral or written, in order to determine if the writing embraced the entire agreement of the parties.” Of course the parol evidence rule does not operate as an exclusionary device to preclude the conditional reception of evidence tending to indicate that an instrument does not embody certain subjects of negotiation.

1983Perhaps the best statement of the partial integration exception to the parol evidence rule is found in Buyken v. Ertner, 33 Wn.2d 334 , 205 P.2d 628 (1949) (quoting McGregor v. First Farmers-Merchants Bank & Trust Co., 180 Wash. 440, 443 , 40 P.2d 144 (1935)): The actual rule ... is that all conversations and parol agreements between the parties prior to a written agreement are so merged therein that they cannot be given in evidence for the purpose of changing the contract or showing an intention or understanding different from that expressed in the written agreement.

1983Perhaps the best statement of the partial integration exception to the parol evidence rule is found in Buyken v. Ertner, 33 Wn.2d 334 , 205 P.2d 628 (1949) (quoting McGregor v. First Farmers-Merchants Bank & Trust Co., 180 Wash. 440, 443 , 40 P.2d 144 (1935)): The actual rule ... is that all conversations and parol agreements between the parties prior to a written agreement are so merged therein that they cannot be given in evidence for the purpose of changing the contract or showing an intention or understanding different from that expressed in the written agreement.

1997Bond v. Wiegardt, 36 Wn.2d 41, 48 , 216 P.2d 196 (1950); see 3 Arthur Linton Corbin, Corbin on Contracts § 577 (1960).

1953Hicks & Son, 82 F. (2d) 277, quoted in Bond v. Wiegardt, 36 Wn. (2d) 41, 216 P. (2d) 196 ), logic would seem to require that it be consistent with the terms of the instrument, else the exception nullifies the parol evidence rule.

1980Akers v. Sinclair, 37 Wn.2d 693 , 226 P.2d 225 (1950); Nadreau v. Mayerotto, 35 Wn.2d 740 , 215 P.2d 681 (1950).

1980Akers v. Sinclair, 37 Wn.2d 693 , 226 P.2d 225 (1950); Nadreau v. Mayerotto, 35 Wn.2d 740 , 215 P.2d 681 (1950).

1980Akers v. Sinclair, 37 Wn.2d 693 , 226 P.2d 225 (1950); Nadreau v. Mayerotto, 35 Wn.2d 740 , 215 P.2d 681 (1950).

1980Akers v. Sinclair, 37 Wn.2d 693 , 226 P.2d 225 (1950); Nadreau v. Mayerotto, 35 Wn.2d 740 , 215 P.2d 681 (1950).

1963In Fleming v. August, 48 Wn. (2d) 131, 134, 291 P. (2d) 639 , we said: “ . . . we have many times held that parol evidence is admissible to show that a written instrument is not to become a binding obligation except upon the happening of a certain event.

1957In Fleming v. August, 48 Wn. (2d) 131, 291 P. (2d) 639 , we said: “We think the test is this: If the parties agree that the contract shall not be a binding obligation until some event occurs, it is delivered upon a condition precedent.

2015"Nor is itadmissible under the parol evidence rule to add to the terms of a fully integrated written contract." Hulbert. 159 Wn.

2015“Nor is it admissible under *316 the parol evidence rule to add to the terms of a fully integrated written contract.” Hulbert, 159 Wn.

2014Hollis, 137 Wn.2d at 693 (citing Berg v. Hudesman, 115 Wn.2d 657 , 801 P.2d 222 (1990)).

2014Hollis, 137 Wn.2d at 693 (citing Berg v. Hudesman, 115 Wn.2d 657 , 801 P.2d 222 (1990)).

2006Co., 41 Wash.App. 233, 237 , 703 P.2d 1053 (1985).

2006Co., 41 Wn.

2005Johnson v. Peterson, 43 Wn.2d 816, 820 , 264 P.2d 237 (1953); Hopkins v. Barlin, 31 Wn.2d 260, 268 , 196 P.2d 347 (1948). “ ‘The burden of proving a contract, whether express or implied, is on the party asserting it, and he must prove each essential fact, including the existence of a mutual intention.’ ” Bogle & Gates, P.L.L.C. v. Zapel, 121 Wn.

2005Johnson v. Peterson, 43 Wn.2d 816, 820 , 264 P.2d 237 (1953); Hopkins v. Barlin, 31 Wn.2d 260, 268 , 196 P.2d 347 (1948). “ ‘The burden of proving a contract, whether express or implied, is on the party asserting it, and he must prove each essential fact, including the existence of a mutual intention.’ ” Bogle & Gates, P.L.L.C. v. Zapel, 121 Wn.

2005Co. v. Paccar, Inc., 26 Wn.

2005Co. v. Paccar, Inc., 26 Wash.App. 850, 858 , 614 P.2d 675 (1980), rev'd on other grounds, 96 Wash.2d 160 , 634 P.2d 291 (1981). ¶ 20 "The touchstone of contract interpretation is the parties' intent." Tanner Elec.

2005Johnson v. Peterson, 43 Wn.2d 816, 820 , 264 P.2d 237 (1953); Hopkins v. Barlin, 31 Wn.2d 260, 268 , 196 P.2d 347 (1948). “ ‘The burden of proving a contract, whether express or implied, is on the party asserting it, and he must prove each essential fact, including the existence of a mutual intention.’ ” Bogle & Gates, P.L.L.C. v. Zapel, 121 Wn.

2005Johnson v. Peterson, 43 Wn.2d 816, 820 , 264 P.2d 237 (1953); Hopkins v. Barlin, 31 Wn.2d 260, 268 , 196 P.2d 347 (1948). “ ‘The burden of proving a contract, whether express or implied, is on the party asserting it, and he must prove each essential fact, including the existence of a mutual intention.’ ” Bogle & Gates, P.L.L.C. v. Zapel, 121 Wn.

2005Johnson v. Peterson, 43 Wn.2d 816, 820 , 264 P.2d 237 (1953); Hopkins v. Barlin, 31 Wn.2d 260, 268 , 196 P.2d 347 (1948). “ ‘The burden of proving a contract, whether express or implied, is on the party asserting it, and he must prove each essential fact, including the existence of a mutual intention.’ ” Bogle & Gates, P.L.L.C. v. Zapel, 121 Wn.

2005Johnson v. Peterson, 43 Wash.2d 816, 820 , 264 P.2d 237 (1953); Hopkins v. Barlin, 31 Wash.2d 260, 268 , 196 P.2d 347 (1948). "`The burden of proving a contract, whether express or implied, is on the party asserting it, and he must prove each essential fact, including the existence of a mutual intention.'" Bogle & Gates, P.L.L.C. v. Zapel, 121 Wash.App. 444, 448 , 90 P.3d 703 (2004) (quoting Bogle & Gates, P.L.L.C. v. Holly Mountain Res., 108 Wash.App. 557, 560 , 32 P.3d 1002 (2001)). "`The essential elements of a contract are "the subject matter of the contract, the parties, the promise, the

1984Barber v. Rochester, 52 Wn.2d 691, 328 P.2d 711 (1958); Peter Pan Seafoods, Inc. v. Olympic Foundry Co., 17 Wn.

1978App. 761, 766 , 565 P.2d 819 (1977), we cited Barber and summarized the law thusly: In discussing this first assignment of error, we note that the parol evidence rule is one of substance and not one of evidence.

1981The Bank argues the parol evidence rule applies in this case for two reasons: (1) because the contract uses the word "hereby," 7 which the Bank contends means "at this time," and (2) because of RCW 62A.2-202. 8 As to its first argument, we note the word "hereby" has been defined as "[b]y means of this;" not "now—as of this date." Sommerfeldt v. Union Painting Co., 57 Wn.2d 250, 255-56 , 356 P.2d 601 (1960).

1981The Bank argues the parol evidence rule applies in this case for two reasons: (1) because the contract uses the word "hereby," 7 which the Bank contends means "at this time," and (2) because of RCW 62A.2-202. 8 As to its first argument, we note the word "hereby" has been defined as "[b]y means of this;" not "now—as of this date." Sommerfeldt v. Union Painting Co., 57 Wn.2d 250, 255-56 , 356 P.2d 601 (1960).

1978Corinthian Corp. v. White & Bollard, Inc., 74 Wn.2d 50 , 442 P.2d 950 (1968).

1978Corinthian Corp. v. White & Bollard, Inc., 74 Wn.2d 50 , 442 P.2d 950 (1968).

1975The parol evidence rule is stated in Fleetham v. Schneekloth, 52 Wn.2d 176, 178-79 , 324 P.2d 429 (1958): [W]here there is no ambiguity, all conversations, contemporaneous negotiations, and parol agreements between the parties prior to a written agreement are merged therein.

1975The parol evidence rule is stated in Fleetham v. Schneekloth, 52 Wn.2d 176, 178-79 , 324 P.2d 429 (1958): [W]here there is no ambiguity, all conversations, contemporaneous negotiations, and parol agreements between the parties prior to a written agreement are merged therein.

1969In Munson v. Haye, 29 Wn.2d 733 , 189 P.2d 464 (1948), we have pointed out, however, that, at 741: It must be remembered that two transactions are involved in the formation of any account involving more than one depositor: the transaction between the named depositors, and the transaction between the institutions receiving the funds and the depositors.

1969In Munson v. Haye, 29 Wn.2d 733 , 189 P.2d 464 (1948), we have pointed out, however, that, at 741: It must be remembered that two transactions are involved in the formation of any account involving more than one depositor: the transaction between the named depositors, and the transaction between the institutions receiving the funds and the depositors.