parol evidence rule in Virginia

2024Airy Guano Co. v. Buchanan, 146 Va. 617, 626 (1926) (emphases added); see also Va. Elec. & Power Co. v. N. Va. Reg’l Park Auth., 270 Va. 309, 316 (2005) (“[I]n controversies between two parties to a contract, parol evidence of prior or contemporaneous oral negotiations or stipulations is inadmissible to vary, contradict, add to, or explain the terms of a complete, unambiguous, unconditional, written instrument.” (alteration in original) (emphases added) (quoting Godwin v. Kerns, 178 Va. 447, 451 (1941))); Worsham, 74 Va. App. at 158 (“Under the parol-evidence rule, when a written contract unam

2022“For a complete integration,” the parol-evidence rule bars extrinsic evidence, whether it is offered to contradict or to “‘add to or explain the terms of a complete, unambiguous, unconditional, written instrument.’” Id. at 166 (quoting Godwin v. Kerns, 178 Va. 447, 451 (1941)).

1998In doing so, we recognized an exception to the parol evidence rule commonly called the “partial integration doctrine.” In High Knob, Inc. v. Allen, 205 Va. 503 , 138 S.E.2d 49 , (1964), we explained that the partial integration doctrine recognizes that the final form of a contract between parties may not reflect the complete agreement of the parties or accurately reflect the course of dealing between parties based on their complete agreement.

1998In doing so, we recognized an exception to the parol evidence rule commonly called the “partial integration doctrine.” In High Knob, Inc. v. Allen, 205 Va. 503 , 138 S.E.2d 49 , (1964), we explained that the partial integration doctrine recognizes that the final form of a contract between parties may not reflect the complete agreement of the parties or accurately reflect the course of dealing between parties based on their complete agreement.

1993The Virginia Supreme Court in Shevel’s, Inc. v. Southeastern Assoc., 228 Va. 175 , 320 S.E.2d 339 (1984), examined the question of whether an oral agreement, not expressed in the parties’ contemporaneous or subsequent writing, was admissible as an exception to the parol evidence rule.

1993The Virginia Supreme Court in Shevel’s, Inc. v. Southeastern Assoc., 228 Va. 175 , 320 S.E.2d 339 (1984), examined the question of whether an oral agreement, not expressed in the parties’ contemporaneous or subsequent writing, was admissible as an exception to the parol evidence rule.

1994The parol evidence rule applies to written instruments, including deeds, that express the terms of the parties’ agreement. “ ‘[P]arol evidence of prior or contemporaneous oral negotiations or stipulations is inadmissible to vary, contradict, add to, or explain the terms of a complete, unambiguous, unconditional, written instrument.’ ” Amos v. Coffey, 228 Va. 88, 92 , 320 S.E.2d 335, 337 (1984) (quoting Godwin v. Kerns, 178 Va. 447, 451 , 17 S.E.2d 410, 412 (1941)).

1994The parol evidence rule applies to written instruments, including deeds, that express the terms of the parties’ agreement. “ ‘[P]arol evidence of prior or contemporaneous oral negotiations or stipulations is inadmissible to vary, contradict, add to, or explain the terms of a complete, unambiguous, unconditional, written instrument.’ ” Amos v. Coffey, 228 Va. 88, 92 , 320 S.E.2d 335, 337 (1984) (quoting Godwin v. Kerns, 178 Va. 447, 451 , 17 S.E.2d 410, 412 (1941)).

2007See Walker & Laberge Co. v. First Nat’l Bank of Boston, 206 Va. 683 , 146 S.E.2d 239 (1966).

2007See Walker & Laberge Co. v. First Nat’l Bank of Boston, 206 Va. 683 , 146 S.E.2d 239 (1966).

2022Mintbrook’s argument, however, is barred by the parol-evidence rule, “sometimes called ‘the “plain meaning” rule.’” Worsham v. Worsham, 74 Va. App. 151 , 165 (2022) (quoting Berry v. Klinger, 225 Va. 201, 208 (1983)).

2022Mintbrook’s argument, however, is barred by the parol-evidence rule, “sometimes called ‘the “plain meaning” rule.’” Worsham v. Worsham, 74 Va. App. 151 , 165 (2022) (quoting Berry v. Klinger, 225 Va. 201, 208 (1983)).

1993Citing Pierce v. Plogger, 223 Va. 116 , 286 S.E.2d 207 (1982), and High Knob, Inc. v. Allen, 205 Va. 503 , 138 S.E.2d 49 (1964), the Supreme Court acknowledged that “the parol evidence rule does not exclude parol proof of a prior or contemporaneous oral agreement that is independent of, collateral to and not inconsistent with the written contract, and which would not ordinarily be expected to be embodied in the writing.” Shevel’s at 183.

1993Citing Pierce v. Plogger, 223 Va. 116 , 286 S.E.2d 207 (1982), and High Knob, Inc. v. Allen, 205 Va. 503 , 138 S.E.2d 49 (1964), the Supreme Court acknowledged that “the parol evidence rule does not exclude parol proof of a prior or contemporaneous oral agreement that is independent of, collateral to and not inconsistent with the written contract, and which would not ordinarily be expected to be embodied in the writing.” Shevel’s at 183.

1991In Renner Plumbing, Heating & Air Con. v. Renner, 225 Va. 508, 515 , 303 S.E.2d 894, 898 (1983), the court stated: A well-recognized exception to the parol evidence rule, however, is the partial integration doctrine.

1991In Renner Plumbing, Heating & Air Con. v. Renner, 225 Va. 508, 515 , 303 S.E.2d 894, 898 (1983), the court stated: A well-recognized exception to the parol evidence rule, however, is the partial integration doctrine.

2025The deed of gift clearly and unambiguously states that it was being made by wife to husband “[a]s a Gift, and not for consideration.” As in Utsch, the deed of gift referred to Code § 58.1-811(D) which provides that no recordation tax need be paid when no consideration passes between the parties, and the deed must state that it is a deed of gift. - 12 - “Failure to recognize the applicability of the parol evidence rule in this context would result in unacceptable uncertainty in the law.” Utsch, 266 Va. at 129 .

2005As the Supreme Court instructed us in Utsch, “[f]ailure to recognize the applicability of the parol evidence rule in this context would result in unacceptable uncertainty in the law.” 266 Va. at 129 , 581 S.E.2d at 509 .

2024“The parol-evidence rule provides that ‘where [the] parties have reduced their contract to a writing [that] imposes a legal obligation in clear and explicit terms[,] the writing [is] the sole memorial of that contract, and it is conclusively concluded that the writing contains the whole contract, and is the sole evidence of the agreement.’” Worsham v. Worsham, 74 Va. App. 151 , 165 (2022) (alterations in original) (quoting Jim Carpenter Co. v. Potts, 255 Va. 147, 155 (1998)).

2022At its essence, the parol-evidence rule provides that “where [the] parties have reduced their contract to a writing [that] imposes a legal obligation in clear and explicit terms[,] the -8- writing [is] the sole memorial of that contract, and it is conclusively concluded that the writing contains the whole contract, and is the sole evidence of the agreement.” Jim Carpenter Co. v. Potts, 255 Va. 147, 155 (1998) (quoting Pulaski, 203 Va. at 233 ).

2024Airy Guano Co. v. Buchanan, 146 Va. 617, 626 (1926) (emphases added); see also Va. Elec. & Power Co. v. N. Va. Reg’l Park Auth., 270 Va. 309, 316 (2005) (“[I]n controversies between two parties to a contract, parol evidence of prior or contemporaneous oral negotiations or stipulations is inadmissible to vary, contradict, add to, or explain the terms of a complete, unambiguous, unconditional, written instrument.” (alteration in original) (emphases added) (quoting Godwin v. Kerns, 178 Va. 447, 451 (1941))); Worsham, 74 Va. App. at 158 (“Under the parol-evidence rule, when a written contract unam

2024Airy Guano Co., 146 Va. at 626 (“[The parol evidence rule] has no application to subsequent parol agreements between the parties.”); John Edward Murray, Jr. & Grover C.

1988Because its terms are set out “in a clear and explicit writing”, see Renner Plumbing v. Renner, 225 Va. 508, 515 , 303 S.E.2d 894, 898 (1983); Durham v. Pool Equipment Company, 205 Va. 441, 446 , 138 S.E.2d 55, 59 (1964), and the document “is capable of a clear and intelligible exposition from the terms of which it is composed”, see Hughes v. Tinsley & Brother, 80 Va. 259, 263 (1885), we hold that change order number 7 was a complete integration of the parties’ agreement and that Saksen’s testimony properly was excluded under the parol evidence rule.

1988Because its terms are set out “in a clear and explicit writing”, see Renner Plumbing v. Renner, 225 Va. 508, 515 , 303 S.E.2d 894, 898 (1983); Durham v. Pool Equipment Company, 205 Va. 441, 446 , 138 S.E.2d 55, 59 (1964), and the document “is capable of a clear and intelligible exposition from the terms of which it is composed”, see Hughes v. Tinsley & Brother, 80 Va. 259, 263 (1885), we hold that change order number 7 was a complete integration of the parties’ agreement and that Saksen’s testimony properly was excluded under the parol evidence rule.

1928In Slaughter v. Smither, 97 Va. 202 -205, 33 S. E. 544 , Judge Harrison states the general principle of the parol evidence rule and its reasons as follows: “The general principle that evidence of a contemporaneous parol agreement is not admissible to vary or contradict the terms of a valid written instrument, except in cases of fraud or mistake, is so familiar and well established that citation of authority in its support would seem to be superfluous.

1928In Slaughter v. Smither, 97 Va. 202 -205, 33 S. E. 544 , Judge Harrison states the general principle of the parol evidence rule and its reasons as follows: “The general principle that evidence of a contemporaneous parol agreement is not admissible to vary or contradict the terms of a valid written instrument, except in cases of fraud or mistake, is so familiar and well established that citation of authority in its support would seem to be superfluous.

2013Even if the PSA were not ambiguous, the parol evidence rule would not bar Anne from introducing evidence of “prior or contemporaneous oral negotiations or stipulations” in order to explain the intent of the parties, for the parol evidence rule “operates only between the parties to a writing and has no application in a suit involving strangers to the writing nor in a suit involving one party to the writing and a stranger thereto:' McComb v. McComb, 226 Va. 271, 274-75 , 307 S.E.2d 877 (1983) (emphasis added).

2002However, it is also well established law in Virginia that the parol evidence rule does not apply “in a suit involving strangers to the writing nor in a suit involving one party to the writing and a stranger thereto.” McComb v. McComb, 226 Va. 271, 275 , 307 S.E.2d 877, 879 (1983).

2002See Whitt v. Godwin, 205 Va. 797, 802 , 139 S.E.2d 841 (“The parol evidence rule is not one of evidence, as the expression might imply, but is in reality a rule of substantive law.”).

2002See Whitt v. Godwin, 205 Va. 797, 802 , 139 S.E.2d 841 (“The parol evidence rule is not one of evidence, as the expression might imply, but is in reality a rule of substantive law.”).

2022By the middle of the last century, the rule had “nowhere been more strictly adhered to in its integrity than in Virginia.” Pulaski Nat’l Bank v. Harrell, 203 Va. 227, 233 (1962).

2022At its essence, the parol-evidence rule provides that “where [the] parties have reduced their contract to a writing [that] imposes a legal obligation in clear and explicit terms[,] the -8- writing [is] the sole memorial of that contract, and it is conclusively concluded that the writing contains the whole contract, and is the sole evidence of the agreement.” Jim Carpenter Co. v. Potts, 255 Va. 147, 155 (1998) (quoting Pulaski, 203 Va. at 233 ).

2005“The parol evidence rule applies to written instruments, including deeds, that express the terms of the parties’ agreement.” Langman v. Alumni Assoc. of Univ. of Va., 247 Va. 491, 498 , 442 S.E.2d 669, 674 (1994).

2002Kelln, 30 Va.App. at 122 , 515 S.E.2d at 793 ; see also Langman v. Alumni Ass’n of the Univ. of Virginia, 247 Va. 491, 498 , 442 S.E.2d 669, 674 (1994) (noting that the parol evidence rule applies to deeds).

2013Even if the PSA were not ambiguous, the parol evidence rule would not bar Anne from introducing evidence of “prior or contemporaneous oral negotiations or stipulations” in order to explain the intent of the parties, for the parol evidence rule “operates only between the parties to a writing and has no application in a suit involving strangers to the writing nor in a suit involving one party to the writing and a stranger thereto:' McComb v. McComb, 226 Va. 271, 274-75 , 307 S.E.2d 877 (1983) (emphasis added).

2002However, it is also well established law in Virginia that the parol evidence rule does not apply “in a suit involving strangers to the writing nor in a suit involving one party to the writing and a stranger thereto.” McComb v. McComb, 226 Va. 271, 275 , 307 S.E.2d 877, 879 (1983).

2022Sale v. Figg, 164 Va. 402, 409 (1935). - 15 - clearly expressed terms of a written agreement.” Anden Grp. v. Leesburg Joint Venture, 237 Va. 453, 458 (1989).

2005Sale v. Figg, 164 Va. 402 , 180 S.E. 173 (1935); Charles E.

1997Accord Poff & Co. v. Ottaway, 191 Va. 779, 788 , 62 S.E.2d 865, 870 (1951); Harriss, Magill Co. v. Rodgers Co., 143 Va. 815, 831 , 129 S.E. 513, 518 (1925); Roselle v. Commonwealth, 110 Va. 235, 237 , 65 S.E. 526, 527 (1909), aff'd, 223 U.S. 716 (1912).

1997Accord Poff & Co. v. Ottaway, 191 Va. 779, 788 , 62 S.E.2d 865, 870 (1951); Harriss, Magill Co. v. Rodgers Co., 143 Va. 815, 831 , 129 S.E. 513, 518 (1925); Roselle v. Commonwealth, 110 Va. 235, 237 , 65 S.E. 526, 527 (1909), aff'd, 223 U.S. 716 (1912).

1997Accord Poff & Co. v. Ottaway, 191 Va. 779, 788 , 62 S.E.2d 865, 870 (1951); Harriss, Magill Co. v. Rodgers Co., 143 Va. 815, 831 , 129 S.E. 513, 518 (1925); Roselle v. Commonwealth, 110 Va. 235, 237 , 65 S.E. 526, 527 (1909), aff'd, 223 U.S. 716 (1912).

1997Accord Poff & Co. v. Ottaway, 191 Va. 779, 788 , 62 S.E.2d 865, 870 (1951); Harriss, Magill Co. v. Rodgers Co., 143 Va. 815, 831 , 129 S.E. 513, 518 (1925); Roselle v. Commonwealth, 110 Va. 235, 237 , 65 S.E. 526, 527 (1909), aff'd, 223 U.S. 716 (1912).

1997Accord Poff & Co. v. Ottaway, 191 Va. 779, 788 , 62 S.E.2d 865, 870 (1951); Harriss, Magill Co. v. Rodgers Co., 143 Va. 815, 831 , 129 S.E. 513, 518 (1925); Roselle v. Commonwealth, 110 Va. 235, 237 , 65 S.E. 526, 527 (1909), aff'd, 223 U.S. 716 (1912).

1983Poff & Co. v. Ottaway, 191 Va. 779 , 62 S.E.2d 865 (1951); Harriss, Magill Co. v. Rodgers Co., 143 Va. 815 , 129 S.E. 513 (1925); Roselle v. Commonwealth, 110 Va. 235 , 65 S.E. 526 (1909), aff'd 223 U.S. 716 , 32 S.Ct. 522 , 56 L.Ed. 627 (1912); Bruce v. The John L.

2025F.S.B. v. McQuilken, 253 Va. 110, 114-15 (1997). 8 Here, the parol evidence rule did not bar the admission of the unsigned release because the unsigned release was not offered to construe the contract’s terms beyond their plain meaning; instead, it was offered merely to verify those terms.

2002Id.

2024Houck Tanning Co. v. Clinedinst, 118 Va. 131, 134-35 (1915) (finding that despite defendant’s effort to “exclude from the jury all parol evidence in support of plaintiff’s demand,” “the parol evidence rule has no application . . . , when plaintiff’s demand was not embodied in the written agreement and rests wholly upon a subsequent parol contract”).

1925The defendants in error likewise referred to various Virginia eases in which several well known exceptions are made to the parol evidence rule — such cases as Houck Tanning Co. v. Clinedinst, 118 Va. 131 , 86 S. E. 851 ; Clark v. Hugo, 130 Va. 99 , 107 S. E. 730 ; and Whitaker v. Lane, 128 Va. 317 , 104 S. E. 252 , 11 A. L.

2009Co. holds that fraud in the inducement provides an exception to the parol evidence rule. 220 Va. 109, 112 , 255 S.E.2d 682 (1979).

2009Co. holds that fraud in the inducement provides an exception to the parol evidence rule. 220 Va. 109, 112 , 255 S.E.2d 682 (1979).

2005Crafts v. Broadway National Bank, 142 Va. 702 , 128 S.E. 364, 366 (1925) (parol evidence rule is grounded in common law).

2005Crafts v. Broadway National Bank, 142 Va. 702 , 128 S.E. 364, 366 (1925) (parol evidence rule is grounded in common law).

2005“The parol evidence rule applies to written instruments, including deeds, that express the terms of the parties’ agreement.” Langman v. Alumni Assoc. of Univ. of Va., 247 Va. 491, 498 , 442 S.E.2d 669, 674 (1994).

2002Kelln, 30 Va.App. at 122 , 515 S.E.2d at 793 ; see also Langman v. Alumni Ass’n of the Univ. of Virginia, 247 Va. 491, 498 , 442 S.E.2d 669, 674 (1994) (noting that the parol evidence rule applies to deeds).