parol evidence rule in Massachusetts

2023The parol evidence rule "bars the introduction of prior or contemporaneous written or oral agreements that contradict, vary, or broaden an integrated writing." Kobayashi v. Orion Ventures, Inc., 42 Mass. App. Ct. 492, 496 (1997).

2011“The parol evidence rule only bars the introduction of prior or contemporaneous written or oral agreements that contradict, vary or broaden an integrated writing.” See Kobayashi v. Orion Ventures, Inc., 42 Mass.App.Ct. 492, 496 (1997).

2011“Where an agreement is ambiguous, parol evidence is admissible to show the intention of the parties.” Cullinet Software, Inc. v. McCormack & Dodge Corp., 400 Mass. 775, 776 (1987) (internal citation omitted); see also Robert Indus., Inc. v. Spence, 362 Mass. 751, 753-54 (1973) (“When the written agreement... is in any respect uncertain or equivocal in meaning, all the circumstances of the parties leading to its execution may be shown for the purpose of elucidating, but not of contradicting or changing its terms”).

2006See, e.g., Robert Indus., Inc. v. Spence, 362 Mass. 751, 756 (1973) (parol evidence of statements made before “lease was executed” not permitted to vary terms); Burns v. Great Atlantic & Pac.

2012Under the parol evidence rule, a rule of substantive law, “written agreements may not be varied or added to by parol evidence of antecedent or contemporaneous negotiations. ...” Sound Techniques v. Hoffman, Inc., 50 Mass. App. Ct. 425, 429 (2000), quoting Kessler Shoe Co. v. Philadelphia Fire & Marine Ins.

2006See Williams v. Pittsfield Lime & Stone Co., 258 Mass. 65, 68-69 (1927); Sound Techniques, Inc. v. Hoffman, 50 Mass.App.Ct. 425, 429 (2000), rev. den., 433 Mass. 1102 (2001).

2026Assocs., Inc., 79 Mass. App. Ct. 1, 9 (2011), quoting Wang Labs., Inc. v. Docktor Pet Centers, Inc., 12 Mass. App. Ct. 213, 219 (1981).

2011Whether an agreement is integrated “is an issue of fact for the decision of the trial judge, entirely preliminary to any application of the parol evidence rule.” Wang Labs., Inc. v. Docktor Pet Centers, Inc., 12 Mass. App. Ct. 213, 219 (1981).

2010Cf. Ker-win v. Donaghy, 317 Mass. 559, 567-568 (1945), quoting from Scott, Trusts §§ 38, 164.1 (1939) (“Under the parol evidence rule, if the manifestation of intention of the settlor is integrated in a writing, that is, if a written instrument is adopted by [the sett-lor] as the complete expression of his intention, extrinsic evidence, in the absence of fraud, duress, mistake or other ground for reformation or rescission, is not admissible to contradict or vary” the written trust instrument).

1993Kerwin v. Donaghy, 317 Mass. 559, 567-569 (1945).

2004“The parol evidence rule precludes evidence of earlier or contemporaneous discussions that would modify the provisions of a later integrated agreement ...” New England Financial Resources, Inc. v. Coulouras, 30 Mass.App.Ct. 140, 145 (1991).

1996“The parol evidence rule precludes evidence of earlier or contemporaneous discussions that would modify the provisions of a later integrated agreement which the proponent of the agreement seeks to enforce.” New England Financial Resources, Inc. v. Coulouras, 30 Mass.App.Ct. 140, 145 (1991).

1997Polaroid Corp. v. The Travelers Indemnity Co., 414 Mass. 747, 756 (1993); Weld v. Trafton, 10 Mass.App.Ct. 879 (1980). “(E]quity refuses to enforce [the parol evidence rule] whenever it is alleged that fraud, accident or mistake occurred in the making of the instrument, and will admit parol evidence to reform the instrument, even though it is within the Statute of Frauds." Hoffman v. Chapman, 182 Md. 208, 210 (1943) (emphasis added).

1997Polaroid Corp. v. The Travelers Indemnity Co., 414 Mass. 747, 756 (1993); Weld v. Trafton, 10 Mass.App.Ct. 879 (1980). “(E]quity refuses to enforce [the parol evidence rule] whenever it is alleged that fraud, accident or mistake occurred in the making of the instrument, and will admit parol evidence to reform the instrument, even though it is within the Statute of Frauds." Hoffman v. Chapman, 182 Md. 208, 210 (1943) (emphasis added).

1997Gifford v. Gifford, 354 Mass. 247, 249 (1968).

1982See, Gifford v. Gifford, 354 Mass. 247, 249 (1968). m.

2001“Where the terms of a written release are clear, unequivocal and unambiguous, evidence may not be received to change its content or show a different agreement or to create an ambiguity.” Jancsy v. Hy-Land Realty, 58 Mass. App. Div. 152 , 157 (1976), [citing Sherman v. Koufman, 349 Mass. 606 (1965); Governor Apartments, Inc. v. Carney, 342 Mass. 351 (1961)].

1968To permit reliance on an oral agreement entered into at or prior to the release would involve violation of the "substantive role of law known as the parol evidence rule.” Sherman v. Koufman, 349 Mass. 606, 610 .

2026To the extent that the plaintiffs argue the parol evidence rule must apply to the lease because it is a "very formal written document," we disagree. 5 Maxi-Holding, Inc., 30 Mass. App. Ct. 41, 46 (1991).

2026In particular, "where the parties' conduct after signing the written agreement conforms with a previous oral modification, rather than with the terms of the written agreement, it may reasonably be inferred that the parties have agreed after the signing to be bound by the oral modification of the written contract, ratifying it, in effect, by their conduct." Id. at 47 .

2026Assocs., Inc., 79 Mass. App. Ct. 1, 9 (2011), quoting Wang Labs., Inc. v. Docktor Pet Centers, Inc., 12 Mass. App. Ct. 213, 219 (1981).

2024Associates, Inc., 79 Mass. App. Ct. 1, 9 (2011), quoting Wang Labs., Inc. v. Docktor Pet Centers, Inc., 12 Mass. App. Ct. 213, 219 (1981).

2025Winchester Gables, Inc. v. Host Marriott Corp., 70 Mass. App. Ct. 585, 591 (2007).

2025See Winchester Gables, Inc. v. Host Marriott Corp., 70 Mass. App. Ct. 585, 591 (2007).

2025The undisputed facts that the Plaintiffs and Giner negotiated, agreed to, and signed written Stock Redemption Agreements that include all terms “necessary to constitute a contract” supports a strong “presum[ption] that they have placed the terms of their bargain in this form to prevent misunderstanding and dispute, intending it to be a complete and final statement of the whole transaction.” Realty Finance Holdings, LLC v. KS Shiraz Manager, LLC, 86 Mass. App. Ct. 242, 249 (2014), quoting Glackin v. Bennett, 226 Mass. 316 , 319–320 (1917); accord, e.g., Berman v. Geller, 325 Mass. 377, 379-380

2025Holdings, LLC v. KS Shiraz Manager, LLC, 86 Mass. App. Ct. 242, 248 (2014), quoting Green v. Harvard Vanguard Med.

2023Co., 295 Mass. 123, 129 (1936).

2012Co., 295 Mass. 123, 129 (1936).

2023Before the parol evidence rule comes into operation, "the court must be sure that it has before it a written contract intended by the parties as a statement of their complete agreement." New England Factors, Inc. v. Genstil, 322 Mass. 36, 40 (1947), quoting Kesslen Shoe Co. v. Philadelphia Fire & Marine Ins.

2023Also, the parol evidence rule does not apply to a "subsequent agreement implied by the conduct of the parties." Genstil, supra. We agree with the judge that the promissory note, with an overdue maturity date and silence as to payment terms, clearly did not represent the entire agreement of the parties.

2006See Williams v. Pittsfield Lime & Stone Co., 258 Mass. 65, 68-69 (1927); Sound Techniques, Inc. v. Hoffman, 50 Mass.App.Ct. 425, 429 (2000), rev. den., 433 Mass. 1102 (2001).

2003See Williams v. Pittsfield Lime & Stone Co., 258 Mass. 65, 68-69 (1927); Sound Techniques, Inc. v. Hoffman, 50 Mass.App.Ct. 425, 428 (2000), rev. den., 433 Mass. 1102 (2001); Kobayashi v. Orion Ventures, Inc., 42 Mass.App.Ct. 492, 496 , rev. den., 425 Mass. 1102 (1997). 4 A fully integrated writing is a statement which the parties have adopted as a complete and exclusive expression of their agreement.

2006See McEvoy Travel Bureau, Inc. v. Norton Co., 408 Mass. 704, 711-13 (1990).

1999See, e.g., McEvoy Travel Bureau, Inc. v. Norton, 408 Mass. 704 , 711 n.5 (“It is well established that the parol evidence rule does not apply when the complaining party alleges fraud in the inducement”); see also Restatement (Second) of Contracts §214 (1981).

2006Kelley v. Arnold, 326 Mass. 611, 615 (1950); Sound Techniques, Inc. 50 Mass.App.Ct. at 429 .

1994Kelly v. Arnold, 326 Mass. 611, 615 (1950).

2000Fillion could not “by written words prevent the law from inquiry into, and granting redress for, fraud which enters into the very substance of the contract itself.” Bates v. Southgate, 308 Mass. 170, 176 (1941), quoting from Butler v. Prussian, 252 Mass. 265, 268 (1925).

1980Butler v. Prussian, 252 Mass. 265, 268 (1925).

2000Fillion could not “by written words prevent the law from inquiry into, and granting redress for, fraud which enters into the very substance of the contract itself.” Bates v. Southgate, 308 Mass. 170, 176 (1941), quoting from Butler v. Prussian, 252 Mass. 265, 268 (1925).

1980Bates v. Southgate, 308 Mass. 170,183 (1941). 3 Corbin, Contracts § 580 (1960). 4 Williston, Contracts § 631, at 950, § 634, at 1017-1020 (3d ed. 1961). (c) There was ample evidence to establish that Pacific, after the early stages of its incorporation, was more than a nominee for the individual defendants.

1999The parol evidence rule bars DiFlorio from introducing evidence of prior negotiations that would be contrary to that unambiguous wording. “[A] written agreement unambiguous in its terms, in the absence of fraud or mistake, is conclusively presumed to express the whole intent of the parties, and cannot be affected by extrinsic evidence.” Nelson v. Hamlin, 258 Mass. 331, 340 (1926).

1997Nelson v. Hamlin, 258 Mass. 331, 340 (1927), Imper Realty Corp. v. Riss, 358 Mass. 529, 534-535 (1970).

1996Hermes Automation Technology, Inc. v. Hyundai Electrical Industries Co., Ltd., 915 F.2d 739, 747 (1st Cir. 1990); Tapper v. Hancock, 319 Mass. 105, 108 (1946); White Construction Co., Inc. v. Commonwealth, 11 Mass.App.Ct. 640, 644 (1981).

1968See Tupper v. Hancock, 319 Mass. 105, 108 . 2.

1993See Glackin v. Bennett, 226 Mass. 316, 319-320 (1917); Sherman v. Koufman, 349 Mass. 606, 610 (1965); Bendetson v. Coolidge, 7 Mass. App. Ct. 798, 802-803 (1979).

1993See Glackin v. Bennett, 226 Mass. 316, 319-320 (1917); Sherman v. Koufman, 349 Mass. 606, 610 (1965); Bendetson v. Coolidge, 7 Mass. App. Ct. 798, 802-803 (1979).

1997That testimony was not objected to but, because the parol evidence rule is one of substantive law, Scirpo v. McMillan, 355 Mass. 657, 661 (1969), the landlord is not barred from arguing that prior conversations should not have been considered to vary the terms of an unambiguous, integrated written instrument.

1991Bettencourt v. Bettencourt, 362 Mass. 1 (1972); Scirpo v. McMillan, 355 Mass. 657 (1969); Frick Co. v. N.E.

2025The undisputed facts that the Plaintiffs and Giner negotiated, agreed to, and signed written Stock Redemption Agreements that include all terms “necessary to constitute a contract” supports a strong “presum[ption] that they have placed the terms of their bargain in this form to prevent misunderstanding and dispute, intending it to be a complete and final statement of the whole transaction.” Realty Finance Holdings, LLC v. KS Shiraz Manager, LLC, 86 Mass. App. Ct. 242, 249 (2014), quoting Glackin v. Bennett, 226 Mass. 316 , 319–320 (1917); accord, e.g., Berman v. Geller, 325 Mass. 377, 379-380

1993See Glackin v. Bennett, 226 Mass. 316, 319-320 (1917); Sherman v. Koufman, 349 Mass. 606, 610 (1965); Bendetson v. Coolidge, 7 Mass. App. Ct. 798, 802-803 (1979).

2025The parol evidence rule “rests on the doctrine that when parties have deliberately put their agreements in the form of a written contract they shall not be allowed to show that the agreement was something else.” Glackin, 266 Mass. at 320, quoting Mears v. Smith, 199 Mass. 319, 322 (1908).

2025The parol evidence rule “rests on the doctrine that when parties have deliberately put their agreements in the form of a written contract they shall not be allowed to show that the agreement was something else.” Glackin, 266 Mass. at 320, quoting Mears v. Smith, 199 Mass. 319, 322 (1908).

2025The undisputed facts that the Plaintiffs and Giner negotiated, agreed to, and signed written Stock Redemption Agreements that include all terms “necessary to constitute a contract” supports a strong “presum[ption] that they have placed the terms of their bargain in this form to prevent misunderstanding and dispute, intending it to be a complete and final statement of the whole transaction.” Realty Finance Holdings, LLC v. KS Shiraz Manager, LLC, 86 Mass. App. Ct. 242, 249 (2014), quoting Glackin v. Bennett, 226 Mass. 316 , 319–320 (1917); accord, e.g., Berman v. Geller, 325 Mass. 377, 379-380