parol evidence rule in Oregon

1988In Caldwell v. Wells, 228 Or 389 , 365 P2d 505 (1961), the defendant contended that the oral agreement was inadmissible under the parol evidence rule and that the previous agreement merged into the deed.

1988In Caldwell v. Wells, 228 Or 389 , 365 P2d 505 (1961), the defendant contended that the oral agreement was inadmissible under the parol evidence rule and that the previous agreement merged into the deed.

1977The parol evidence rule 1 might be violated under such circumstances if this suit were between the estate of the decedent and the insurance company. "[PJarol evidence can be used to vary or contradict a contract when the litigation is between a party to the contract and a stranger * * Carolina Casualty v. Oregon Auto, 242 Or 407 , 408 P2d 198 (1966).

1977The parol evidence rule 1 might be violated under such circumstances if this suit were between the estate of the decedent and the insurance company. "[PJarol evidence can be used to vary or contradict a contract when the litigation is between a party to the contract and a stranger * * Carolina Casualty v. Oregon Auto, 242 Or 407 , 408 P2d 198 (1966).

1978Taylor v. Wells, 188 Or 648 , 217 P2d 236 (1950).

1978Taylor v. Wells, 188 Or 648 , 217 P2d 236 (1950).

1976For examples, see Caldwell v. Wells, 228 Or. 389 , 365 P.2d 505 (1961), as contrasted with Webster v. Harris, 189 Or. 671 , 222 P.2d 644 (1950).

1976For examples, see Caldwell v. Wells, 228 Or 389 , 365 P2d 505 (1961), as contrasted with Webster v. Harris, 189 Or 671 , 222 P2d 644 (1950).

1999Fir Supply, 213 Or 186 , 323 P2d 947 (1958) (all holding that evidence that an ostensibly fully integrated writing is a “sham” designed to mislead third parties is not admissible under the parol evidence rule) with Story v. Hamaker, 245 Or 584 , 423 P2d 185 (1967) (holding that such evidence is admissible under the parol evidence rule).

1999Fir Supply, 213 Or 186 , 323 P2d 947 (1958) (all holding that evidence that an ostensibly fully integrated writing is a “sham” designed to mislead third parties is not admissible under the parol evidence rule) with Story v. Hamaker, 245 Or 584 , 423 P2d 185 (1967) (holding that such evidence is admissible under the parol evidence rule).

1979"As we have observed in previous cases, the parol evidence rule is a rule of integration; The rule closes the door to proof only as to those aspects of the bargain which the parties intended to memorialize in the writing,’ and '[w]hether the parties intended to integrate their agreement in the writing is a question of fact in each case.’ ” Land Reclamation v. Riverside Corp., 261 Or 180, 182-83 , 492 P2d 263 (1972).

1979"As we have observed in previous cases, the parol evidence rule is a rule of integration; The rule closes the door to proof only as to those aspects of the bargain which the parties intended to memorialize in the writing,’ and '[w]hether the parties intended to integrate their agreement in the writing is a question of fact in each case.’ ” Land Reclamation v. Riverside Corp., 261 Or 180, 182-83 , 492 P2d 263 (1972).

1976For examples, see Caldwell v. Wells, 228 Or. 389 , 365 P.2d 505 (1961), as contrasted with Webster v. Harris, 189 Or. 671 , 222 P.2d 644 (1950).

1976For examples, see Caldwell v. Wells, 228 Or 389 , 365 P2d 505 (1961), as contrasted with Webster v. Harris, 189 Or 671 , 222 P2d 644 (1950).

2011The term ‘agreement’ includes deeds and wills as well as contracts between parties.” (Emphasis added.) As we recently said in Wirth v. Sierra Cascade, LLC, 234 Or App 740, 771 , 230 P3d 29 , rev den, 348 Or 669 (2010), the parol evidence rule is a substantive rule, because it declares that certain kinds of facts are legally ineffective in the substantive law governing the parties’ contractual relationship.

2011The term ‘agreement’ includes deeds and wills as well as contracts between parties.” (Emphasis added.) As we recently said in Wirth v. Sierra Cascade, LLC, 234 Or App 740, 771 , 230 P3d 29 , rev den, 348 Or 669 (2010), the parol evidence rule is a substantive rule, because it declares that certain kinds of facts are legally ineffective in the substantive law governing the parties’ contractual relationship.

2013Wirth v. Sierra Cascade, LLC, 234 Or App 740, 771 , 230 P3d 29 , rev den, 348 Or 669 (2010) (citing Abercrombie v. Hayden Corp., 320 Or 279, 286 , 883 P2d 845 (1994)).

2011The term ‘agreement’ includes deeds and wills as well as contracts between parties.” (Emphasis added.) As we recently said in Wirth v. Sierra Cascade, LLC, 234 Or App 740, 771 , 230 P3d 29 , rev den, 348 Or 669 (2010), the parol evidence rule is a substantive rule, because it declares that certain kinds of facts are legally ineffective in the substantive law governing the parties’ contractual relationship.

2011The parol evidence rule has an evidentiary consequence as well, because it requires the exclusion of evidence extrinsic to a fully integrated written agreement — that is, parol evidence — offered “for the purpose of adding to, subtracting from, altering, varying or contradicting the terms of the written contract or to control its legal operation or effect, and * * * all oral negotiations or stipulations between the parties preceding or accompanying the execution of the written contract are regarded as merged in it[.]” Hyland v. Oregon Agricultural Co., 111 Or 212, 217 , 225 P 728 (1924).

2011The parol evidence rule has an evidentiary consequence as well, because it requires the exclusion of evidence extrinsic to a fully integrated written agreement — that is, parol evidence — offered “for the purpose of adding to, subtracting from, altering, varying or contradicting the terms of the written contract or to control its legal operation or effect, and * * * all oral negotiations or stipulations between the parties preceding or accompanying the execution of the written contract are regarded as merged in it[.]” Hyland v. Oregon Agricultural Co., 111 Or 212, 217 , 225 P 728 (1924).

2000Ritchie v. Mundon, 268 Or 283, 286-88 , 520 P2d 445 (1974); Barbre v. Goodale, 28 Or 465, 472 , 38 P 67 , 43 P 378 (1896); accord Restatement (Second) of Agency § 320 comment b (1958) (parol evidence rule may bar an agent sued on a contract from proving that the other party knew that he or she was acting as an agent for a disclosed principal). 5 Monaco does not dispute that the phrase “Joe Monaco, dba Office Furniture Liquidators” is itself unambiguous. 6 He argues instead that the phrase is ambiguous when viewed in light of certain extrinsic evidence and legal rules.

2000Ritchie v. Mundon, 268 Or 283, 286-88 , 520 P2d 445 (1974); Barbre v. Goodale, 28 Or 465, 472 , 38 P 67 , 43 P 378 (1896); accord Restatement (Second) of Agency § 320 comment b (1958) (parol evidence rule may bar an agent sued on a contract from proving that the other party knew that he or she was acting as an agent for a disclosed principal). 5 Monaco does not dispute that the phrase “Joe Monaco, dba Office Furniture Liquidators” is itself unambiguous. 6 He argues instead that the phrase is ambiguous when viewed in light of certain extrinsic evidence and legal rules.

1993The parol evidence rule, ORS 41.740, and its counterpart in the Uniform Commercial Code, ORS 72.2020, like the statute of frauds, ORS 41.580, are “substantive rules of contract law that promote commercial certainty by allowing contracting parties to rely on the ultimate written expression of their agreement as embodying the terms of their agreement.” Onita Pacific Corp. v. Trustees of Bronson, 315 Or 149, 162 , 843 P2d 890 (1992).

1993The parol evidence rule, ORS 41.740, and its counterpart in the Uniform Commercial Code, ORS 72.2020, like the statute of frauds, ORS 41.580, are “substantive rules of contract law that promote commercial certainty by allowing contracting parties to rely on the ultimate written expression of their agreement as embodying the terms of their agreement.” Onita Pacific Corp. v. Trustees of Bronson, 315 Or 149, 162 , 843 P2d 890 (1992).

1992Co., 259 Or. 392, 398 , 487 P.2d 80 (1971) (stating general rule); Bunn v. Monarch Life Insurance, 257 Or. 409 , 478 P.2d 363 (1970) (in case involving an insurance policy that had an application attached, insured was not bound by false representation inserted in the application by insurer's agent); Simmons v. Washington Fidelity National Insurance Co., 136 Or. 400 , 299 P. 294 (1931) (insured was allowed to recover under theory of equitable estoppel despite rule of parol evidence statute, because insured could neither read nor write); Dolan v. Continental Casualty Co., 131 Or. 327 , 279 P. 85

1992Co., 259 Or. 392, 398 , 487 P.2d 80 (1971) (stating general rule); Bunn v. Monarch Life Insurance, 257 Or. 409 , 478 P.2d 363 (1970) (in case involving an insurance policy that had an application attached, insured was not bound by false representation inserted in the application by insurer's agent); Simmons v. Washington Fidelity National Insurance Co., 136 Or. 400 , 299 P. 294 (1931) (insured was allowed to recover under theory of equitable estoppel despite rule of parol evidence statute, because insured could neither read nor write); Dolan v. Continental Casualty Co., 131 Or. 327 , 279 P. 85

1987Although the cases cited by defendants appear to give some support to their contention, 2 we think the better rule is stated in Ruff v. Boltz, 252 Or 236, 238 , 448 P2d 549 (1968): *87 “By the terms of the parol evidence rule a showing of fraud is an exception to the prohibition on the use of parol evidence to vary a written contract.” 3 See also Share v. Williams et ux, 204 Or 664, 672 , 277 P2d 775 , 285 P2d 523 (1955); Kight v. Orchard-Hays et al, 128 Or 668, 670 , 275 P 682 (1929).

1987Although the cases cited by defendants appear to give some support to their contention, 2 we think the better rule is stated in Ruff v. Boltz, 252 Or 236, 238 , 448 P2d 549 (1968): *87 “By the terms of the parol evidence rule a showing of fraud is an exception to the prohibition on the use of parol evidence to vary a written contract.” 3 See also Share v. Williams et ux, 204 Or 664, 672 , 277 P2d 775 , 285 P2d 523 (1955); Kight v. Orchard-Hays et al, 128 Or 668, 670 , 275 P 682 (1929).

1986To the contrary, ORS 41.740, the parol evidence rule, expressly provides that the rule “does not exclude other evidence of the circumstances under which the agreement was made, or to which it relates, as defined in ORS 42.220, * * *.” ORS 42.220 provides: In construing an instrument, the circumstances under which it was made, including the situation of the subject and of the parties, may be shown so that the judge is placed in the position of those whose language the judge is interpreting.” The two statutes have consistently been held to mean what they say, excepting the language in Webster et

1986To the contrary, ORS 41.740, the parol evidence rule, expressly provides that the rule “does not exclude other evidence of the circumstances under which the agreement was made, or to which it relates, as defined in ORS 42.220, * * *.” ORS 42.220 provides: In construing an instrument, the circumstances under which it was made, including the situation of the subject and of the parties, may be shown so that the judge is placed in the position of those whose language the judge is interpreting.” The two statutes have consistently been held to mean what they say, excepting the language in Webster et

1979Cash Reg. Co. v. I.M.C., Inc., 260 Or 504 , 491 P2d 211 (1971), where it was held that there is no application of the parol evidence rule when the parties don’t intend their writing to be a final statement of their agreement.

1979Cash Reg. Co. v. I.M.C., Inc., 260 Or 504 , 491 P2d 211 (1971), where it was held that there is no application of the parol evidence rule when the parties don’t intend their writing to be a final statement of their agreement.

1978This is an allegation of an unintegrated agreement; therefore, the parol evidence rule does not apply." 264 Or. at 202 , 504 P.2d at 750 .

1978This is an allegation of an unintegrated agreement; therefore, the parol evidence rule does not apply." 264 Or. at 202 , 504 P.2d at 750 .

1978Evidence of this agreement would not run afoul of the parol evidence rule, see, Osburn v. Lucas, 263 Or 480, 483 , 502 P2d 1382 (1972), and, if established, would constitute a valid defense to plaintiff’s claim if plaintiff fails to prove that it is in fact a holder in due course.

1978Evidence of this agreement would not run afoul of the parol evidence rule, see, Osburn v. Lucas, 263 Or 480, 483 , 502 P2d 1382 (1972), and, if established, would constitute a valid defense to plaintiff’s claim if plaintiff fails to prove that it is in fact a holder in due course.

1978DeVore v. Weyerhaeuser Co., 265 Or 388 , 508 P2d 220 (1973), cert. denied 415 US 913 , 94 S Ct 1408 , 39 L Ed 2d 467 (1974) (holding the rule inapplicable when the party objecting to the parol evidence admits the oral term was agreed to); Stevens v. Good Samaritan Hosp., 264 Or 200 , 504 P2d 749 (1972) (recognizing the "partial integration” exception to the rule); National Cash Register Co. v. IMC, Inc., 260 Or 504 , 491 P2d 211 (1971) (recognizing that the rule does not apply when the parties do not intend the writing to be a "final” statement of their agreement); Sternes v. Tucker, 239 Or 10

1978DeVore v. Weyerhaeuser Co., 265 Or. 388 , 508 P.2d 220 (1973), cert. denied 415 U.S. 913 , 94 S.Ct. 1408 , 39 L.Ed.2d 467 (1974) (holding the rule inapplicable when the party objecting to the parol evidence admits the oral term was agreed to); Stevens v. Good Samaritan Hosp., 264 Or. 200 , 504 P.2d 749 (1972) (recognizing the "partial integration" exception to the rule); National Cash Register Co. v. IMC, Inc., 260 Or. 504 , 491 P.2d 211 (1971) (recognizing that the rule does not apply when the parties do not intend the writing to be a "final" statement of their agreement); Sternes v. Tucker,