parol evidence rule in New York

2025Inspectors Inc. , 293 AD2d 838, 840 [3d Dept 2002]).

2025Inspectors Inc. , 293 AD2d 838, 840 [3d Dept 2002]).

2025Notably, while the parol evidence rule forbids proof of extrinsic evidence to contradict or vary the terms of a written instrument, it generally has no application in a suit brought where there are claims of fraud in the execution of an agreement or to rescind a contract on the grounds that a party was fraudulently induced to execute the same ( Danann Realty Corp. v Harris , 5 NY2d 317, 320 [1959]; Sabo v Delman , 3 NY2d 155, 161 [1957]; Adams v Gillig , 199 NY 314, 318 [1910]; Berger-Vespa v Rondack Bldg.

2025To put it another way, where the complaint states a cause of action for fraud, the parol evidence rule is not a bar to showing the fraud — either in the inducement or in the execution — despite an omnibus statement that the written instrument embodies the whole agreement, or that no representations have been made" (internal citations omitted).]; Sabo at 161 ["The provision to which we above referred — that no verbal undertakings or conditions not contained in the writing were to be binding on either party — sometimes termed a merger clause, merely furnishes another reason for applying the paro

2025Notably, while the parol evidence rule forbids proof of extrinsic evidence to contradict or vary the terms of a written instrument, it generally has no application in a suit brought where there are claims of fraud in the execution of an agreement or to rescind a contract on the grounds that a party was fraudulently induced to execute the same ( Danann Realty Corp. v Harris , 5 NY2d 317, 320 [1959]; Sabo v Delman , 3 NY2d 155, 161 [1957]; Adams v Gillig , 199 NY 314, 318 [1910]; Berger-Vespa v Rondack Bldg.

2025Notably, while the parol evidence rule forbids proof of extrinsic evidence to contradict or vary the terms of a written instrument, it generally has no application in a suit brought where there are claims of fraud in the execution of an agreement or to rescind a contract on the grounds that a party was fraudulently induced to execute the same ( Danann Realty Corp. v Harris , 5 NY2d 317, 320 [1959]; Sabo v Delman , 3 NY2d 155, 161 [1957]; Adams v Gillig , 199 NY 314, 318 [1910]; Berger-Vespa v Rondack Bldg.

2026Under the parol evidence rule, "where the parties have reduced their agreement to an integrated writing," courts may not consider extrinsic evidence of "prior or contemporaneous negotiations between the parties offered to contradict or modify the terms of their writing" (<i>Marine Midland Bank-S. v Thurlow</i>, 53 NY2d 381, 387 ; <i>see</i> <i>Transcan Sys., Inc. v Seldat Distrib., Inc.</i>, 209 AD3d 911, 913 ).

2026Under the parol evidence rule, "where the parties have reduced their agreement to an integrated writing," courts may not consider extrinsic evidence of "prior or contemporaneous negotiations between the parties offered to contradict or modify the terms of their writing" ( Marine Midland Bank-S. v Thurlow , 53 NY2d 381, 387; see Transcan Sys., Inc. v Seldat Distrib., Inc. , 209 AD3d 911, 913).

2025"The purpose of a merger clause is to require the full application of the parol evidence rule in order to bar the introduction of extrinsic evidence to alter, vary or contradict the terms of the writing" ( Jarecki v Shung Moo Louie , 95 NY2d 665, 669 [2001] [citation omitted]).

2024"The purpose of a merger clause is to require the full application of the parol evidence rule in order to bar the introduction of extrinsic evidence to alter, vary or contradict the terms of the writing" ( Jarecki v Shung Moo Louie , 95 NY2d 665, 669 [2001] [citation omitted]).

2026Where, as here, a contract contains a merger clause, the parties have agreed to require the "full application of the parol evidence rule in order to bar the introduction of extrinsic evidence to vary or contradict the terms of the writing" (<i>Schron v Troutman Sanders LLP</i>, 20 NY3d 430, 436 [internal quotation marks omitted]; <i>see</i> <i>Albert v Afanador</i>, 237 AD3d 1012 , 1014).</p> <p>The Supreme Court properly dismissed the second cause of action, which sought specific performance of the alleged oral promise to convey to Xu a one-third ownership interest in Foster Gasoline.

2026Where, as here, a contract contains a merger clause, the parties have agreed to require the "full application of the parol evidence rule in order to bar the introduction of extrinsic evidence to vary or contradict the terms of the writing" ( Schron v Troutman Sanders LLP , 20 NY3d 430, 436 [internal quotation marks omitted]; see Albert v Afanador , 237 AD3d 1012, 1014).

2026"Because the thrust of a reformation claim is that a writing does not set forth the actual agreement of the parties, generally neither the parol evidence rule nor the [s]tatute of [f]rauds applies to bar proof, in the form of parol or extrinsic evidence, of the claimed agreement" ( Chimart Assoc. v Paul , 66 NY2d at 573 [citations omitted]; accord Iskalo Elec.

2026"Because the thrust of a reformation claim is that a writing does not set forth the actual agreement of the parties, generally neither the parol evidence rule nor the [s]tatute of [f]rauds applies to bar proof, in the form of parol or extrinsic evidence, of the claimed agreement" ( Chimart Assoc. v Paul , 66 NY2d at 573 [citations omitted]; accord Iskalo Elec.

2018Its purpose is to require full application of the parol evidence rule ( Id. ).

2018Its purpose is to require full application of the parol evidence rule ( Id. ).

2025The law is, however, also equally clear that "where the complaint states a cause of action for fraud, the parol evidence rule is not a bar to showing the fraud" unless the agreement between the parties expressly disclaims reliance on the particular misrepresentation underlying the fraud claim ( see Danann Realty Corp v Harris , 5 NY2d 317, 320 [1959]; International Bus.

2025The law is, however, also equally clear that "where the complaint states a cause of action for fraud, the parol evidence rule is not a bar to showing the fraud" unless the agreement between the parties expressly disclaims reliance on the particular misrepresentation underlying the fraud claim ( see Danann Realty Corp v Harris , 5 NY2d 317, 320 [1959]; International Bus.

2018However, the parol evidence rule, coupled with the October 25, 2011 written agreement between the parties, bars defendant's testimony that she reached an oral agreement with decedent that precedes and varies from the written agreement ( see SAA-A, Inc. v Morgan Stanley Dean Witter & Co. , 281 AD2d 201, 203 [1st Dept 2001]; see also Laskey v Rubel Corp. , 303 NY 69, 71 [1951]).

2006“The parol evidence rule bars admission of antecedent or contemporaneous oral representations to vary or add to the terms of [the] written [document]” (SAA-A, Inc. v Morgan Stanley Dean Witter & Co., 281 AD2d 201, 203 [2001]; see Holland v Ryan, 307 AD2d 723, 724 [2003]).

2023"The parol evidence rule generally operates to preclude evidence of a prior or contemporaneous communication during negotiations of an agreement that contradicts, varies, or explains a written agreement which is clear and unambiguous in its terms and expresses the parties' entire agreement and intentions" ( Hoeg Corp. v Peebles Corp. , 153 AD3d 607, 608 [2d Dept 2017]; see Braten v Bankers Trust Co. , 60 NY2d 155, 161-162 [1983], rearg denied 61 NY2d 670 [1983]; Thomas v Scutt , 127 NY 133, 137 [1891]).

2007Further, there is no merit to their contention that such evidence is admissible under the exception to the parol evidence rule for agreements that are incomplete (see Thomas v Scutt, 127 NY 133, 138-140 [1891]; see also Laskey v Rubel Corp., 303 NY 69 [1951]; Henrich v Phazar Antenna Corp., 33 AD3d 864 [2006]; Ahava Dairy Prods.

2006Moreover, plaintiffs’ allegation of an oral or tacit agreement by defendant is barred by the parol evidence rule, which precludes a party from introducing extrinsic evidence to add to or vary a complete written contract (see W.W.W Assoc. v Giancontieri, 77 NY2d 157, 162 [1990]; Marine Midland Bank-S. v Thurlow, 53 NY2d 381, 387 [1981]).

2004Assocs., Inc. v. Giancontieri , supra at 160. "[T]he purpose of a merger clause is to require the full application of the parol evidence rule in order to bar the introduction of extrinsic evidence to alter, vary or contradict the terms of the writing." Jarecki v. Shung Moo Louie , 95 N.Y. 2d 665, 669 (2001), citing , Matter of Primex Intern.

2026Under the parol evidence rule, "where the parties have reduced their agreement to an integrated writing," courts may not consider extrinsic evidence of "prior or contemporaneous negotiations between the parties offered to contradict or modify the terms of their writing" (<i>Marine Midland Bank-S. v Thurlow</i>, 53 NY2d 381, 387 ; <i>see</i> <i>Transcan Sys., Inc. v Seldat Distrib., Inc.</i>, 209 AD3d 911, 913 ).

2026Under the parol evidence rule, "where the parties have reduced their agreement to an integrated writing," courts may not consider extrinsic evidence of "prior or contemporaneous negotiations between the parties offered to contradict or modify the terms of their writing" ( Marine Midland Bank-S. v Thurlow , 53 NY2d 381, 387; see Transcan Sys., Inc. v Seldat Distrib., Inc. , 209 AD3d 911, 913).

2020Moreover, the retainer agreement contains a no-oral-modification clause ( see id. at 340 ["the merger clause . . . furnishes still additional reason for applying the parol evidence rule"] [internal quotation marks omitted; emphasis added]).

1961Co., ( 300 N. Y. 334 ) the Court of Appeals reversed the courts below which had granted an injunction requiring a landlord to carry out an oral promise to furnish free bus service to schools and subways, because the written lease had not so provided, and the parol evidence rule forbade the alteration of the lease on a matter vital to the tenancy, in spite of the undenied fact that the landlord had supplied the bus service for some 19 years.

2023"The parol evidence rule generally operates to preclude evidence of a prior or contemporaneous communication during negotiations of an agreement that contradicts, varies, or explains a written agreement which is clear and unambiguous in its terms and expresses the parties' entire agreement and intentions" ( Hoeg Corp. v Peebles Corp. , 153 AD3d 607, 608 [2d Dept 2017]; see Braten v Bankers Trust Co. , 60 NY2d 155, 161-162 [1983], rearg denied 61 NY2d 670 [1983]; Thomas v Scutt , 127 NY 133, 137 [1891]).

2001Where there is a written agreement which purports to express the parties’ entire agreement, extrinsic evidence that contradicts, varies, or explains the agreement is generally barred by the parol evidence rule (see, Broten v Bankers Trust Co., 60 NY2d 155 ; Furey v Guard ian Life Ins.

2025Contrary to plaintiffs' contention, even though White Management was not a party to the leases, the parol evidence rule prohibits it from relying on the Remodel/Drive-Through Agreement to vary the terms of the KFC leases concerning the same subject matter ( see generally Oxford Commercial Corp. v Landau , 12 NY2d 362, 365-366 [1963]).

2025Contrary to plaintiffs' contention, even though White Management was not a party to the leases, the parol evidence rule prohibits it from relying on the Remodel/Drive-Through Agreement to vary the terms of the KFC leases concerning the same subject matter ( see generally Oxford Commercial Corp. v Landau , 12 NY2d 362, 365-366 [1963]).

2017The parol evidence rule generally operates to preclude evidence of a prior or contemporaneous communication during negotiations of an agreement that contradicts, varies, or explains a written agreement which is clear and unambiguous in its terms and expresses the parties’ entire agreement and intentions (see Annis v Phillips, 256 AD2d 531 [1998]; Stone v Schulz, 231 AD2d 707 [1996]; Katz v American Tech.

2015Moreover, the parol evidence rule operates to preclude evidence of a prior or contemporaneous communication during negotiations of the agreement that contradicts, varies, or explains a written agreement which is clear and unambiguous in its terms and expresses the parties’ entire agreement and intentions (see Annis v Phillips, 256 AD2d 531, 531 [1998]; Stone v Schulz, 231 AD2d 707, 707 [1996]; Katz v American Tech.

2018However, the parol evidence rule, coupled with the October 25, 2011 written agreement between the parties, bars defendant's testimony that she reached an oral agreement with decedent that precedes and varies from the written agreement ( see SAA-A, Inc. v Morgan Stanley Dean Witter & Co. , 281 AD2d 201, 203 [1st Dept 2001]; see also Laskey v Rubel Corp. , 303 NY 69, 71 [1951]).

2007Further, there is no merit to their contention that such evidence is admissible under the exception to the parol evidence rule for agreements that are incomplete (see Thomas v Scutt, 127 NY 133, 138-140 [1891]; see also Laskey v Rubel Corp., 303 NY 69 [1951]; Henrich v Phazar Antenna Corp., 33 AD3d 864 [2006]; Ahava Dairy Prods.

1995Lockwood’s assertion that, prior to the execution of the financing documents, Scarsdale had agreed to be an equity participant in the project is barred by the parol evidence rule (see, Hicks v Bush, 10 NY2d 488, 491 ; Bank of Suffolk County v Kite, 49 NY2d 827 ).

1995While the condition at bar is written into the contract and only arguably ambiguous, the observation made in Hicks v Bush ( 10 NY2d 488, 491 ) is pertinent: "the parol evidence rule does not bar proof of every orally established condition precedent, but only of those which in a real sense contradict the terms of the written agreement.” Defendants have identified the affidavit of Nicholas Davidge as the particular parol evidence upon which they rely and have thus established grounds to defeat plaintiffs cross-motion for summary judgment (Sutton v East Riv.

2024Corp. v Wal-Mart Stores , 89 NY2d 594, 599 ; Vivir of L I, Inc. v Ehrenkranz , 127 AD3d 962, 964 ).

2022"Where a contract contains a merger clause, a court is obliged to require full application of the parol evidence rule in order to bar the introduction of extrinsic evidence to vary or contradict the terms of the writing" ( Vivir of L I v Ehrenkranz , 127 AD3d 962, 964 ; see Schron v Troutman Sanders LLP , 20 NY3d 430, 436 ).

2017The parol evidence rule generally operates to preclude evidence of a prior or contemporaneous communication during negotiations of an agreement that contradicts, varies, or explains a written agreement which is clear and unambiguous in its terms and expresses the parties’ entire agreement and intentions (see Annis v Phillips, 256 AD2d 531 [1998]; Stone v Schulz, 231 AD2d 707 [1996]; Katz v American Tech.

2015Moreover, the parol evidence rule operates to preclude evidence of a prior or contemporaneous communication during negotiations of the agreement that contradicts, varies, or explains a written agreement which is clear and unambiguous in its terms and expresses the parties’ entire agreement and intentions (see Annis v Phillips, 256 AD2d 531, 531 [1998]; Stone v Schulz, 231 AD2d 707, 707 [1996]; Katz v American Tech.

2015As applied in our cases, including those cited by the majority, this limited exception applies only where a party alleges that a document, although appearing to be a contract, was never intended by the parties to operate as such (see Paolangeli v Cowles, 208 AD2d at 1175 [parol evidence admissible where "not offer[ed] . . . to vary the terms of [a] promissory note, but rather to show that the note was never intended to take effect"]; Kamp v Fiumera, 69 AD3d 1168 , 1170 -7- 518956 [2010] [parol evidence may be considered when offered "not merely to contradict the express terms of [a] note, but

2015As applied in our cases, including those cited by the majority, this limited exception applies only where a party alleges that a document, although appearing to be a contract, was never intended by the parties to operate as such (see Paolangeli v Cowles, 208 AD2d at 1175 [parol evidence admissible where “not offer(ed) ... to vary the terms of (a) promissory note, but rather to show that the note was never intended to take effect”]; Kamp v Fiumera, 69 AD3d 1168, 1170 [2010] [parol evidence may be considered when offered “not merely to contradict the express terms of (a) note, but ... to demonst

1997Courts and commentators addressing the substantive and procedural aspects of New York commercial litigation agree that the purpose of a general merger provision, typically containing the language found in the clause of the parties’ 1995 Agreement that it "represents the entire understanding between the parties,” is to require full application of the parol evidence rule in order to bar the introduction of extrinsic evidence to vary or contradict the terms of the writing (see, Citibank v Plapinger, 66 NY2d 90, 94-95 ; Judnick Realty Corp. v 32 W. 32nd St.

1994Because the note contains an unambiguous repayment term directly contradicting the alleged oral misrepresentation, evidence of that alleged oral misrepresentation is barred by the parol evidence rule (see, Citibank v Plapinger, 66 NY2d 90, 95-96 ; DH Cattle Holdings Co. v Reno, 196 AD2d 670 ; Curwil Constr.

2011It is consistent with the parol evidence rule — a rule of substantive law (see Higgs v de Maziroff, 263 NY 473, 477 [1934]) — which “defin[es] the limits of the contract to be construed [and] forbids proof of an oral agreement to add to or vary the writing” (Fogelson v Rackfay Constr.

1986The parol evidence rule is one of substantive contract law rather than merely a rule of evidence (Higgs v De Maziroff, 263 NY 473, 477 ) and, therefore, may properly afford the basis for summary judgment (Accord Farmers Co-op. v Levine, 36 AD2d 656 ).

2004The plaintiffs’ assertion of a breach of an alleged oral agreement was barred by the statute of frauds (see General Obligations Law § 5-701 [a] [1]; § 15-301 [1]; Rose v Spa Realty Assoc., 42 NY2d 338, 339 [1977]; Fairchild Warehouse Assoc. v United Bank of Kuwait, 285 AD2d 444, 445 [2001]) and the parol evidence rule (see Ahava Dairy Prods.

2002Moreover, evidence of the waiver of the mortgage debt is not barred by the parol evidence rule where, as here, the oral agreement has been acted upon to completion (see Rose v Spa Realty Assoc., 42 NY2d 338 ).

2017Indus., 96 AD2d 932 [1983]).

2015Indus., 96 AD2d 932, 933 [1983]).