parol evidence rule in Minnesota

2017“The parol evidence rule makes inadmissible evidence concerning discussions prior to or contemporaneous with the execution of a written instrument when that evidence contradicts or varies the terms of the written agreement.” Material Movers, Inc. v. Hill, 316 N.W.2d 13, 17 (Minn. 1982).

1989The parol evidence rule prohibits consideration of the oral agreement where the “evidence contradicts or varies the terms of the written agreement.” Id. at 43 (quoting Material Movers, Inc. v. Hill, 316 N.W.2d 13, 17 (Minn.1982)).

1989Karger v. Wangerin, 230 Minn. 110, 114-15 , 40 N.W.2d 846, 849 (1950).

1989Karger v. Wangerin, 230 Minn. 110, 114-15 , 40 N.W.2d 846, 849 (1950).

2017“The application of the parol evidence rule is a question of law subject to de novo review.” Mollico v. Mollico, 628 N.W.2d 637, 640 (Minn. App. 2001).

2012“Despite being primarily a rule of contract interpretation, the rule’s prohibition on the use of extrinsic evidence to explain the meaning of a document’s language applies to deeds.” Danielson, 721 N.W.2d at 338 (citing La Cook Farm Land Co. v. N. Lumber Co., 159 Minn. 523, 527 , 200 N.W. 801, 802 (1924) (stating that the rules for construing contracts apply to deeds) and Mollico v. Mollico, 628 N.W.2d 637, 640-41 (Minn.App.2001) (applying the parol evidence rule to a deed)).

2007When an agreement between parties is reduced to writing, parol evidence “is ordinarily inadmissible to vary, contradict, or alter the written agreement.” Flynn v. Sawyer, 272 N.W.2d 904, 907-08 (Minn.1978).

1986Flynn v. Sawyer, 272 N.W.2d 904, 908 (Minn.1978).

1989The parol evidence rule is “closely allied” to the doctrine of integration, and “prohibits consideration of evidence of any prior or contemporaneous oral agreement when that evidence contradicts or varies the terms of the written agreement.” United Artists Communications, Inc. v. Corporate Property Investors, 410 N.W.2d 39, 41 (Minn.Ct.App.1987) (citing Lehman v. Stout, 261 Minn. 384, 389 , 112 N.W.2d 640, 644 (1961)).

1989The parol evidence rule is “closely allied” to the doctrine of integration, and “prohibits consideration of evidence of any prior or contemporaneous oral agreement when that evidence contradicts or varies the terms of the written agreement.” United Artists Communications, Inc. v. Corporate Property Investors, 410 N.W.2d 39, 41 (Minn.Ct.App.1987) (citing Lehman v. Stout, 261 Minn. 384, 389 , 112 N.W.2d 640, 644 (1961)).

1986Hield v. Thyberg, 347 N.W.2d 503, 507 (Minn.1984).

1985Hield v. Thyberg, 347 N.W.2d 503, 507 (Minn.1984).

2015Appellant’s argument is based on the parol evidence rule, which “prohibits the admission of extrinsic evidence of prior or contemporaneous oral agreements, or prior written agreements, to explain the meaning of a contract when the parties have reduced their agreement to an unambiguous integrated writing.” See Alpha Real Estate Co. of Rochester v. Delta Dental Plan of Minn., 664 N.W.2d 303, 312 (Minn. 2003) (quotation omitted).

2011The parol evidence rule “prohibits the admission of extrinsic evidence of prior or contemporaneous oral agreements, or prior written agreements, to explain the meaning of a contract when the parties have reduced their agreement to an unambiguous integrated writing.” Alpha Real Estate Co. of Rochester v. Delta Dental Plan of Minn., 664 N.W.2d 303, 312 (Minn.2003) (quotation omitted).

2012“Despite being primarily a rule of contract interpretation, the rule’s prohibition on the use of extrinsic evidence to explain the meaning of a document’s language applies to deeds.” Danielson, 721 N.W.2d at 338 (citing La Cook Farm Land Co. v. N. Lumber Co., 159 Minn. 523, 527 , 200 N.W. 801, 802 (1924) (stating that the rules for construing contracts apply to deeds) and Mollico v. Mollico, 628 N.W.2d 637, 640-41 (Minn.App.2001) (applying the parol evidence rule to a deed)).

2011The district court granted summary judgment after determining that the alleged oral agreement between Maday and respondents “is inadmissible under the parol evidence rule.” “The parol-evidence rule is not a rule of evidence, but a substantive rule of contract interpretation.” Danielson v. Danielson, 721 N.W.2d 335, 338 (Minn.App.2006).

1987Taylor v. More, 195 Minn. 448, 454-55 , 263 N.W. 537, 540 (1935) (the application of the parol evidence rule where the question of integration is involved is difficult, and the responsibility for its application belongs on the shoulders of the trial court); Restatement (Second) of Contracts § 209(2) (1981).

1987Taylor v. More, 195 Minn. 448, 454-55 , 263 N.W. 537, 540 (1935) (the application of the parol evidence rule where the question of integration is involved is difficult, and the responsibility for its application belongs on the shoulders of the trial court); Restatement (Second) of Contracts § 209(2) (1981).

1989The parol evidence rule is “closely allied” to the doctrine of integration, and “prohibits consideration of evidence of any prior or contemporaneous oral agreement when that evidence contradicts or varies the terms of the written agreement.” United Artists Communications, Inc. v. Corporate Property Investors, 410 N.W.2d 39, 41 (Minn.Ct.App.1987) (citing Lehman v. Stout, 261 Minn. 384, 389 , 112 N.W.2d 640, 644 (1961)).

1989The parol evidence rule prohibits consideration of the oral agreement where the “evidence contradicts or varies the terms of the written agreement.” Id. at 43 (quoting Material Movers, Inc. v. Hill, 316 N.W.2d 13, 17 (Minn.1982)).

1981Testimony of subsequent conversations does not fall within the ambit of the parol evidence rule. 1 In Duffy v. *340 Park Terrace Supper Club, Inc., 295 Minn. 493 , 206 N.W.2d 24 (1973), this court stated: In this case, the conversations which plaintiff relies upon as an oral modification of the written option agreement occurred subsequent to the execution of the option contract.

1981Testimony of subsequent conversations does not fall within the ambit of the parol evidence rule. 1 In Duffy v. *340 Park Terrace Supper Club, Inc., 295 Minn. 493 , 206 N.W.2d 24 (1973), this court stated: In this case, the conversations which plaintiff relies upon as an oral modification of the written option agreement occurred subsequent to the execution of the option contract.

2015Thomas, Inc., 294 Minn. 215, 224 , 200 N.W.2d 155, 161 (1972), and has been recognized since 1893, when the supreme court stated: It is always competent to prove by parol [evidence] the existence of any separate oral agreement as to any matter on which the document is silent, and which is not inconsistent with its terms, if, from the circumstances of the case, the court infers that the parties did not intend the document to be a complete and final statement of the whole of the transaction between them.

2015Thomas, Inc., 294 Minn. 215, 224 , 200 N.W.2d 155, 161 (1972), and has been recognized since 1893, when the supreme court stated: It is always competent to prove by parol [evidence] the existence of any separate oral agreement as to any matter on which the document is silent, and which is not inconsistent with its terms, if, from the circumstances of the case, the court infers that the parties did not intend the document to be a complete and final statement of the whole of the transaction between them.

2012“Despite being primarily a rule of contract interpretation, the rule’s prohibition on the use of extrinsic evidence to explain the meaning of a document’s language applies to deeds.” Danielson, 721 N.W.2d at 338 (citing La Cook Farm Land Co. v. N. Lumber Co., 159 Minn. 523, 527 , 200 N.W. 801, 802 (1924) (stating that the rules for construing contracts apply to deeds) and Mollico v. Mollico, 628 N.W.2d 637, 640-41 (Minn.App.2001) (applying the parol evidence rule to a deed)).

2012“Despite being primarily a rule of contract interpretation, the rule’s prohibition on the use of extrinsic evidence to explain the meaning of a document’s language applies to deeds.” Danielson, 721 N.W.2d at 338 (citing La Cook Farm Land Co. v. N. Lumber Co., 159 Minn. 523, 527 , 200 N.W. 801, 802 (1924) (stating that the rules for construing contracts apply to deeds) and Mollico v. Mollico, 628 N.W.2d 637, 640-41 (Minn.App.2001) (applying the parol evidence rule to a deed)).

2004Ridgway v. County of Hennepin, 289 Minn. 128, 137-38 , 182 N.W.2d 674, 679 (1971).

2004Ridgway v. County of Hennepin, 289 Minn. 128, 137-38 , 182 N.W.2d 674, 679 (1971).

1985Hanson v. Stoerzinger, 299 N.W.2d 401 , 404 n. 4 (Minn.1980); Martin v. Guarantee Reserve Life Insurance Co., 279 Minn. 129, 136 , 155 N.W.2d 744, 748 (1968) (citing Hafner v. Ritzinger, 256 Minn. 196, 199 , 97 N.W.2d 839, 842 (1959)).

1985Hanson v. Stoerzinger, 299 N.W.2d 401 , 404 n. 4 (Minn.1980); Martin v. Guarantee Reserve Life Insurance Co., 279 Minn. 129, 136 , 155 N.W.2d 744, 748 (1968) (citing Hafner v. Ritzinger, 256 Minn. 196, 199 , 97 N.W.2d 839, 842 (1959)).

1963Thus, in Rosenquist v. Baker, supra, which was an action for fraud in the sale of a restaurant, testimony as to a telephone conversation between plaintiff and defendant, wherein plaintiff was informed or led to believe that a 1-year lease on the premises was by its terms renewable, was held admissible and the parol evidence rule not applicable where plaintiff’s reliance on such representation was reasonable.

1959In Rosenquist v. Baker, 227 Minn. 217, 222 , 35 N. W. (2d) 346, 349 , we said: “It is well settled that the parol evidence rule is not applicable to exclude evidence of fraudulent oral representations by which one party induces another to enter a written contract, provided the representations were such that the other party might reasonably rely upon them.” 1 If plaintiff’s contentions were tenable, a purchaser could seldom, if ever, recover damages for a fraudulent representation in the sale of real estate.

2016Id.

1986Johnson Building Co. v. River Bluff Development Co., 374 N.W.2d 187, 193 (Minn.Ct.App.1985) (citing Hanson v. Stoerzinger, 299 N.W.2d 401 , 404 n. 4 (Minn.1980), pet. for rev. denied, (Minn. Nov. 18, 1985)).

2001Co. v. Bird Island Produce, Inc., 249 Minn. 137, 145 , 82 N.W.2d 48, 54 (1957) (stating the parol evidence rule is a matter of substantive law, not a rule of evidence).

2001Co. v. Bird Island Produce, Inc., 249 Minn. 137, 145 , 82 N.W.2d 48, 54 (1957) (stating the parol evidence rule is a matter of substantive law, not a rule of evidence).

1973Steller v. Thomas, 232 Minn. 275 , 45 N. W. 2d 537 (1950); Trovatten v. Minea, 213 Minn. 544 , 7 N. W. 2d 390 (1942).

1973Steller v. Thomas, 232 Minn. 275 , 45 N. W. 2d 537 (1950); Trovatten v. Minea, 213 Minn. 544 , 7 N. W. 2d 390 (1942).

2016“The parol-evidence rule is not a rule of evidence, but a substantive rule of contract interpretation.” Maday v. Grathwohl, 805 N.W.2d 285, 287 (Minn. App. 2011) (quotation omitted).

2016The rule “prohibits the admission of extrinsic evidence of prior or contemporaneous oral agreements, or prior written agreements, to explain the meaning of 8 a contract when the parties have reduced their agreement to an unambiguous integrated writing.” Id. (quotation omitted).

2016This body of caselaw is consistent with the caselaw concerning the parol evidence rule, which provides that, if a contract is ambiguous, “evidence of oral agreements tending to establish the intent of the parties is admissible.” Gutierrez v. Red River Distrib., Inc., 523 N.W.2d 907, 908 (Minn. 1994) (emphasis added).

2011See 419 N.W.2d at 855 (holding that the parol evidence rule did not apply because a contract for the sale of goods “would naturally be made as a separate agreement” from a sales representative agreement).

2011ANALYSIS “On an appeal from summary judgment, we ask two questions: (1) whether there are any genuine issues of material fact and (2) whether the [district court] erred in [its] application of the law.” State by Cooper v. French, 460 N.W.2d 2, 4 (Minn.1990).

2003Accordingly, “when parties reduce their agreement to writing, parol evidence is ordinarily inadmissible to vary, contradict, or alter the written agreement.” Hruska v. Chandler Assoc’s., Inc., 372 N.W.2d 709, 713 (Minn.1985).