parol evidence rule in Utah

2020The Wisers assert that the district court erred in considering this extrinsic evidence of mutual mistake because the language in the Warranty Deed was unambiguous. ¶17 In contract interpretation, the parol evidence rule excludes extrinsic evidence offered “for the purpose of varying or adding to the terms of an integrated contract.” Union Bank v. Swenson, 707 P.2d 663, 665 (Utah 1985) (quotation simplified).

2006In the absence of fraud, the parol evidence rule excludes "contemporaneous conversations, statements, or representations, offered for the purpose of varying or adding to the terms of an integrated contract." Union Bank v. Swenson, 707 P.2d 663, 665 (Utah 1985).

2025“The effect is that once a document or set of documents is deemed an integration, under the parol evidence rule[,] evidence of contemporaneous conversations, representations, or statements offered for the purpose of varying or adding to the terms of the integrated contract is inadmissible.” Id. (cleaned up). ¶30 Prior to our supreme court’s decision in Tangren Family Trust v. Tangren, 2008 UT 20 , 182 P.3d 326 , when a party raised a question of integration and sought to introduce extrinsic evidence to answer that question, trial courts were “essentially required” to consider relevant extrinsi

2025And when an agreement is integrated, the parol evidence rule “operates, in the absence of fraud or other invalidating causes, to exclude evidence of contemporaneous conversations, representations, or statements offered for the purpose of varying or adding to the terms of [the contract].” Tangren, 2008 UT 20, ¶ 11 (quotation simplified).

2004Benedict's Hosp., 638 P.2d 1190, 1194 (Utah 1981) (quotations and citation omitted). 111 The parol evidence rule, as applied to integrated contracts, is a substantive rule of contract construction, rather than a rule of evidence.

1995This court has held that whenever a litigant insists that a writing is an integration and requests application of the parol evidence rule, the court must determine whether the parties adopted a particular writing or writings “as the final and complete expression of their bargain.” Eie, 638 P.2d at 1194 (emphasis added).

2017Apparently hoping to smuggle an ’ additional ACH term into the parties’ deal apart from the arrangement provided in the Origination Agreement, Rob-, ertson argues that the loan officer’s email, which promised to “reinstate [the] ACH line” once the instruments had been signed, was included among the “loan documents” referred to in the integration clauses and “constituted everything the parties had bargained for[.]” We hold that, on the contrary, the parol evidence rule bars Robertson from using the email to graft an ACH term, separate from the arrangement - in the Origination Agreement,' into t

2007In applying the parol evidence rule, the court must first "determine whether the agreement is integrated." Hall v. Process Instruments & Control, Inc., 890 P.2d 1024, 1027 (Utah 1995). *925 A. Integrated Agreement «14 Defendants assert that the closing statement was an integrated agreement because it was signed by Plaintiffs, detailed the final distribution of the loan proceeds, and did not reference any other document.

2024Corp. v. Hansen Dairy, Inc., 617 P.2d 327, 329 (Utah 1980) (explaining that the parol evidence rule “should not be applied with any such unreasoning rigidity as to defeat what may be shown to be the actual purpose and intent of the parties, but should be applied in the light of reason to serve the ends of justice”). ¶24 The rationale behind the parol evidence rule is that “when parties incorporate an agreement in a writing it is a reasonable assumption that everything included in the bargain is set down in the writing.” 11 Williston on Contracts § 33:31 (4th ed. 2024) (cleaned up).

2024Corp., 617 P.2d at 329 (explaining that the parol evidence rule “serves a useful purpose in appropriate circumstances in safeguarding the integrity of [written] documents”); E.A.

2002Co., 731 P.2d 483, 486 (Utah 1986) (“Because the parol evidence rule applies only if the writing was intended by the parties to represent the full and complete agreement of the parties, the [district] court must first determine whether the writing was intended to be an integrated agreement.”).

1993Construction, 731 P.2d 483, 487 (Utah 1986), for the proposition that the parol evidence rule "also applies where the character of the written agreement itself is ambiguous even though its specific terms are not ambiguous.” Id. at 487 (emphasis added).

1997An integrated contract is an agreement where “ ‘the parties thereto adopt a writing or writings as the final and complete expression of the agreement.’ ” If a contract is determined to be integrated, the parol evidence rule “excludes evidence of terms in addition to those found in the agreement.” “If the contract is in writing and the language is not ambiguous, the intention of the parties must be determined from the words of the agreement.” “Ambiguous” in this context means that the terms of the contract are “capable of more than one reasonable interpretation because of ‘uncertain meanings of

1995“If a contract is determined to be integrated, the parol evidence rule ‘excludes evidence of terms in addition to those found in the agreement.’ ” Id. (quoting Eie, 638 P.2d at 1194 and citing Restatement (Second) of Contracts § 209(2) (1981)).

2016"The parol evidence rule only purports to foreclose events which precede or accompany a written or oral integration, not those which come later. ..." Wilson v. Gardner, 10 Utah 2d 89 , 348 P.2d 931, 933 (1960).

2016"The parol evidence rule only purports to foreclose events which precede or accompany a written or oral integration, not those which come later. ..." Wilson v. Gardner, 10 Utah 2d 89 , 348 P.2d 931, 933 (1960).

2014The parol evidence rule "operates ... to exclude evidence of prior or contemporaneous conversations, representations, or statements offered for the purpose of varying or adding to the terms of an integrated contract." Ward v. Intermountain Farmers Ass'n, 907 P.2d 264, 268 (Utah 1995).

2008"Simply stated, the [parol evidence] rule operates ... to exclude evidence of [the parties'] prior or contemporaneous conversations, representations, or statements offered for the purpose of varying or adding to the terms of an integrated contract." Ward v. Intermountain Farmers Ass'n, 907 P.2d 264, 268 (Utah 1995); see also Tangren Family Trust v. Tangren, 2008 UT 20, ¶ 11 , 182 P.3d 326 .

2017Prior to the Court’s decision in Tangren, trial courts were essentially required to determine “as a question of fact” whether the parties adopted a writing or writings as an integration “[w]henever a litigant ... ask[ed for] the application of the parol evidence rule.” Bullfrog Marina, 501 P.2d at 266 . ¶23 In Tangren, however, the Court expressly disapproved of its previous decision in Bullfrog Marina because that decision permitted the admission of “any relevant evidence” to prove that a document was not intended to be an integration.

1983The defendants cite Bullfrog Marina, Inc. v. Lentz, 28 Utah 2d 261, 266 , 501 P.2d 266, 270 (1972) for the proposition that “[pjarol testimony is admissible to show the circumstances under which the agreement was made and the purpose for which the instrument was executed.” The defendants also quote from a later case in which this Court stated:- [The parol evidence rule] does not preclude proof of agreements as to collateral matters relating to the contract or its performance, so long as they are not inconsistent with nor in repudiation of the terms of the written agreement.

2023ISSUES AND STANDARDS OF REVIEW ¶7 National argues that the district court erred in applying the parol evidence rule to prevent consideration of the Arbitration Agreement. “[I]ssues pertaining to . . . admittance of parol evidence present questions of law which we review under a correctness standard, granting no particular deference to the trial court.” See Bennett v. Huish, 2007 UT App 19, ¶ 8 , 155 P.3d 917 . ¶8 We also address Montes’s request for attorney fees on appeal. “[E]ntitlement to attorney fees on appeal is a matter for us to determine in the first instance.” Tronson v. Eagar, 2019

2023ISSUES AND STANDARDS OF REVIEW ¶7 National argues that the district court erred in applying the parol evidence rule to prevent consideration of the Arbitration Agreement. “[I]ssues pertaining to . . . admittance of parol evidence present questions of law which we review under a correctness standard, granting no particular deference to the trial court.” See Bennett v. Huish, 2007 UT App 19, ¶ 8 , 155 P.3d 917 . ¶8 We also address Montes’s request for attorney fees on appeal. “[E]ntitlement to attorney fees on appeal is a matter for us to determine in the first instance.” Tronson v. Eagar, 2019

2023Additionally, the court has long recognized the collateral contract exception to the parol evidence rule: “[T]he fact that the parties have a written contract on a subject does not prevent them from entering into other agreements relating to the same general subject matter.” Id.; see also Garrett v. Ellison, 72 P.2d 449, 451 (Utah 1937) (“Of course, the rule, even as between the parties to the instrument, does not foreclose all parol evidence, but only such as would change or vary or contradict the terms of the writing, when such terms are clear and definite.”); Mooneyham v. BRSI, LLC, 682 F.

2023None of these cases refused to consider a separate written contract that in no way contradicted or modified the “clear and definite” type of terms that the parol evidence rule protects.11 See Garrett, 72 P.2d at 451 . 11.

2026See Rowley v. Marrcrest Homeowners’ Ass’n, 656 P.2d 414, 417 (Utah 1982) (implying that because “plats are writings,” “parol evidence is inadmissible to explain or modify an unambiguous plat”). ¶26 “The parol evidence rule requires courts to first look at the four corners of a written instrument to determine the parties’ intent, rather than considering extrinsic evidence.

2018See, e.g. , Meridian Ditch Co. v. Koosharem Irrigation Co. , 660 P.2d 217 , 221 (Utah 1983) (refusing to consider extrinsic evidence when there was no "ambiguity of [a] particular provision" of a decree and the "language [was] clear and [could] therefore be construed upon its face"); Rowley v. Marrcrest Homeowners' Ass'n , 656 P.2d 414 , 417 (Utah 1982) (interpreting a plat and concluding that because "[p]lats are writings [,] ... parol evidence is inadmissible to explain or modify an unambiguous plat"); see also Peterson v. Holloway , 8 Utah 2d 328 , 334 P.2d 559 , 560-61 (1959) (defining "th

2025“The effect is that once a document or set of documents is deemed an integration, under the parol evidence rule[,] evidence of contemporaneous conversations, representations, or statements offered for the purpose of varying or adding to the terms of the integrated contract is inadmissible.” Id. (cleaned up). ¶30 Prior to our supreme court’s decision in Tangren Family Trust v. Tangren, 2008 UT 20 , 182 P.3d 326 , when a party raised a question of integration and sought to introduce extrinsic evidence to answer that question, trial courts were “essentially required” to consider relevant extrinsi

2025“The effect is that once a document or set of documents is deemed an integration, under the parol evidence rule[,] evidence of contemporaneous conversations, representations, or statements offered for the purpose of varying or adding to the terms of the integrated contract is inadmissible.” Id. (cleaned up). ¶30 Prior to our supreme court’s decision in Tangren Family Trust v. Tangren, 2008 UT 20 , 182 P.3d 326 , when a party raised a question of integration and sought to introduce extrinsic evidence to answer that question, trial courts were “essentially required” to consider relevant extrinsi

2024Contra Montes, 2023 UT App 47 , ¶¶ 13–14. ¶32 Apart from our disagreement on the best reading of Tangren, we also part ways with the court of appeals because a ban on consideration of contemporaneous written agreements would not serve any of the traditional purposes of the parol evidence rule.

2023The district court concluded that because the Purchase Agreement included an integration clause stating that the Purchase Agreement provided 20210621-CA 4 2023 UT App 47 Montes v. National Buick GMC, Inc. “the complete and exclusive statement of the terms of the [c]ontract,” the parol evidence rule functioned to render any other contemporaneous agreement between the parties related to the sale, including the Arbitration Agreement, “irrelevant.” We agree with this conclusion.

1999This Contract cannot be changed except by written agreement.” Where a contract is integrated, “the parol evidence rule ‘excludes evidence of terms in addition to those found in the agreement.’ ” Hall v. Process Instruments and Control, 866 P.2d 604, 606 (Utah Ct.App.1993) (quoting Webb v. R.O.A.

1995Hall, 866 P.2d at 606 (citing Webb v. 72.0.A General, Inc., 804 P.2d 547, 551 (Utah Ct.App.1991)).

2024See, e.g., Terry’s Sales, Inc. v. Vander Veur, 618 P.2d 29 , 32 n.6 (Utah 1980) (“[W]ritten contracts are deemed to merge prior discussions. . . . ”); Lamb v. Bangart, 525 P.2d 602, 607 (Utah 1974) (“All preliminary negotiations, conversations, and verbal agreements are merged in and superseded by the subsequent written contract, and unless fraud, accident or mistake be averred, the writing constitutes the agreement between the parties, and its terms cannot be altered by parol evidence.”). ¶27 Parties sometimes attempt to ensure application of the parol evidence rule by writing the rule’s rati

2024“Therefore, we must initially determine whether the parties bargained for arbitration as a method of resolving their disagreements . . . .” Id. ¶20 “[C]ertain issues preliminary to the application of the parol evidence rule . . . are questions of law subject to de novo review.” Nova Grp./Tutor-Saliba v. United States, 87 F.4th 1375, 1379 (Fed.

2024See, e.g., Terry’s Sales, Inc. v. Vander Veur, 618 P.2d 29 , 32 n.6 (Utah 1980) (“[W]ritten contracts are deemed to merge prior discussions. . . . ”); Lamb v. Bangart, 525 P.2d 602, 607 (Utah 1974) (“All preliminary negotiations, conversations, and verbal agreements are merged in and superseded by the subsequent written contract, and unless fraud, accident or mistake be averred, the writing constitutes the agreement between the parties, and its terms cannot be altered by parol evidence.”). ¶27 Parties sometimes attempt to ensure application of the parol evidence rule by writing the rule’s rati

2024Nothing in this targeted approach indicates an intent to erase one of Bullfrog Marina’s animating rules from our jurisprudence—a rule that we have elsewhere called “well-established.” Strike v. White, 63 P.2d 600, 602 (Utah 1936) (“Another well-established rule of law is that where two or more written instruments are executed as a part of one transaction such instruments should, when possible, be construed together.”).6 Thus, while Tangren did effect a notable change in Utah’s formulation of the parol evidence rule, it did not sweep quite so broadly as the court of appeals majority believed.

2024Home Ctr., Inc. v. Thomas, 882 So. 2d 811, 816 (Ala. 2003) (“A merger clause, also known as an integration clause, is a portion of a particular contract 9 MONTES v. NATIONAL BUICK GMC Opinion of the Court that restates the rationale of the parol evidence rule within the terms of the contract.” (cleaned up)); see also R.W.L.

2024Enters. v. Oldcastle, Inc., 226 Cal. Rptr. 3d 677, 686 (Ct. App. 2017) (“The purpose of an integration clause is to preclude the introduction of evidence which varies or contradicts the terms of the written instruments.” (cleaned up)). ¶28 Against this backdrop, Tangren held that “in the face of a clear integration clause, extrinsic evidence of a separate oral agreement is not admissible on the question of integration.” Tangren, 2008 UT 20, ¶ 17 .