parol evidence rule in Maryland

2013See Pumphrey v. Kehoe, 261 Md. 496, 504 , 276 A.2d 194 (1971) (mandating “rigid enforcement” of the parol evidence rule in the sale of land, where the Statute of Frauds requires written contract); Markoff v. Kreiner, 180 Md. 150, 158 , 23 A.2d 19 (1941) (“When a contract is required by the Statute of Frauds to be in writing, an agreement modifying its provisions cannot be proved by parol.”); see also Md.

2013See Pumphrey v. Kehoe, 261 Md. 496, 504 , 276 A.2d 194 (1971) (mandating “rigid enforcement” of the parol evidence rule in the sale of land, where the Statute of Frauds requires written contract); Markoff v. Kreiner, 180 Md. 150, 158 , 23 A.2d 19 (1941) (“When a contract is required by the Statute of Frauds to be in writing, an agreement modifying its provisions cannot be proved by parol.”); see also Md.

1993“The essence of the parol evidence rule is that in the absence of fraud, duress, a mistake ... parol evidence of conversations or alleged oral agreements made before or at the time of the integration of the contract into the writing must be excluded from evidence, inasmuch as a "different rule would increase the temptation to commit perjury and often render instruments of little value.” Foreman v. Melrod, 257 Md. 435, 441 , 263 A.2d 559, 562 (1970) (quoting Markoff v. Kreiner, 180 Md. 150, 154-55 , 23 A.2d 19, 23 (1941)).

1993“The essence of the parol evidence rule is that in the absence of fraud, duress, a mistake ... parol evidence of conversations or alleged oral agreements made before or at the time of the integration of the contract into the writing must be excluded from evidence, inasmuch as a "different rule would increase the temptation to commit perjury and often render instruments of little value.” Foreman v. Melrod, 257 Md. 435, 441 , 263 A.2d 559, 562 (1970) (quoting Markoff v. Kreiner, 180 Md. 150, 154-55 , 23 A.2d 19, 23 (1941)).

2018The first reason parallels the concerns underlying the parol evidence rule in the law of contracts: “an extrinsic statement may not be received to modify or nullify the words of a document.” Darden v. Bright, 173 Md. 563, 568 (1938); accord Emmert v. Hearn, 309 Md. at 23 (quoting Fersinger v. Martin, 183 Md. 135, 138 (1944), for the proposition that “‘[e]xtrinsic evidence should not be admitted to show that the testator meant something different from what his language imports’”).

2018The first reason parallels the concerns underlying the parol evidence rule in the law of contracts: “an extrinsic statement may not be received to modify or nullify the words of a document.” Darden v. Bright, 173 Md. 563, 568 (1938); accord Emmert v. Hearn, 309 Md. at 23 (quoting Fersinger v. Martin, 183 Md. 135, 138 (1944), for the proposition that “‘[e]xtrinsic evidence should not be admitted to show that the testator meant something different from what his language imports’”).

2018The first reason parallels the concerns underlying the parol evidence rule in the law of contracts: “an extrinsic statement may not be received to modify or nullify the words of a document.” Darden v. Bright, 173 Md. 563, 568 (1938); accord Emmert v. Hearn, 309 Md. at 23 (quoting Fersinger v. Martin, 183 Md. 135, 138 (1944), for the proposition that “‘[e]xtrinsic evidence should not be admitted to show that the testator meant something different from what his language imports’”).

2018The first reason parallels the concerns underlying the parol evidence rule in the law of contracts: “an extrinsic statement may not be received to modify or nullify the words of a document.” Darden v. Bright, 173 Md. 563, 568 (1938); accord Emmert v. Hearn, 309 Md. at 23 (quoting Fersinger v. Martin, 183 Md. 135, 138 (1944), for the proposition that “‘[e]xtrinsic evidence should not be admitted to show that the testator meant something different from what his language imports’”).

2025See Calomiris v. Wood, 353 Md. 425 , 361- 62 (1999) (“Under the parol evidence rule, a written agreement ‘discharges prior agreements,’ thereby rendering legally inoperative communications and negotiations leading up to the written contract.”) (quoting Restatement (Second) of Contracts § 213 (1979)).

2024Holdings, Inc., 474 Md. at 506 , 534 & n.32 (stating that contract interpretation is limited to the four corners of the agreement and later explaining that “information on the context as to the type of contract or transaction can be informative,” though the “particular subjective intent of the parties” is not part of that context absent a finding of ambiguity); see also Calomiris v. Woods, 353 Md. 425, 436 (1999) (“[W]hile evidence of prior intentions and negotiations of the parties is inadmissible, the parol evidence rule would not bar a court from considering the context of the transaction o

2000Relying on Whitney v. Halibut, Inc., 235 Md. 517, 527 , 202 A.2d 629 (1964), appellants argue that the parol evidence rule does not apply to the following questions: (1) have the parties made a contract?, (2) is that contract void or voidable because of illegality, fraud, mistake, or any other reason?, and (3) did the parties assent to a particular writing as the complete and accurate ‘integration’ of that contract?

2000Relying on Whitney v. Halibut, Inc., 235 Md. 517, 527 , 202 A.2d 629 (1964), appellants argue that the parol evidence rule does not apply to the following questions: (1) have the parties made a contract?, (2) is that contract void or voidable because of illegality, fraud, mistake, or any other reason?, and (3) did the parties assent to a particular writing as the complete and accurate ‘integration’ of that contract?

2018The first reason parallels the concerns underlying the parol evidence rule in the law of contracts: “an extrinsic statement may not be received to modify or nullify the words of a document.” Darden v. Bright, 173 Md. 563, 568 (1938); accord Emmert v. Hearn, 309 Md. at 23 (quoting Fersinger v. Martin, 183 Md. 135, 138 (1944), for the proposition that “‘[e]xtrinsic evidence should not be admitted to show that the testator meant something different from what his language imports’”).

2018The first reason parallels the concerns underlying the parol evidence rule in the law of contracts: “an extrinsic statement may not be received to modify or nullify the words of a document.” Darden v. Bright, 173 Md. 563, 568 (1938); accord Emmert v. Hearn, 309 Md. at 23 (quoting Fersinger v. Martin, 183 Md. 135, 138 (1944), for the proposition that “‘[e]xtrinsic evidence should not be admitted to show that the testator meant something different from what his language imports’”).

2001In so doing the court gave an interpretation to Rinaudo v. Bloom, 209 Md. 1 , 120 A. 2d 184 , which goes far beyond the actual holding of that case, which did not abolish the parol evidence rule.

1980Because "such a clause itself may embody a recital of fact which may be untrue,” it "is not invariably conclusive and its coverage is a matter of interpretation.” Rinaudo v. Bloom, 209 Md. 1, 9 (1956). *256 It is clear, therefore, that, in light of the issues presented for resolution by the court — whether the agreement was induced by fraud or mistake, and what the nature was of the covenant to enter into "good faith settlement negotiations” — parol evidence of the antecedent discussions and negotiations, to the extent relevant to those issues, was not rendered inadmissible by the parol eviden

2013See Pumphrey v. Kehoe, 261 Md. 496, 504 , 276 A.2d 194 (1971) (mandating “rigid enforcement” of the parol evidence rule in the sale of land, where the Statute of Frauds requires written contract); Markoff v. Kreiner, 180 Md. 150, 158 , 23 A.2d 19 (1941) (“When a contract is required by the Statute of Frauds to be in writing, an agreement modifying its provisions cannot be proved by parol.”); see also Md.

2013See Pumphrey v. Kehoe, 261 Md. 496, 504 , 276 A.2d 194 (1971) (mandating “rigid enforcement” of the parol evidence rule in the sale of land, where the Statute of Frauds requires written contract); Markoff v. Kreiner, 180 Md. 150, 158 , 23 A.2d 19 (1941) (“When a contract is required by the Statute of Frauds to be in writing, an agreement modifying its provisions cannot be proved by parol.”); see also Md.

2002In Creamer v. Helferstay, 294 Md. 107 , 448 A.2d 332 (1982), we reserved judgment on whether the parol evidence rule precluded a tort action based on a negligent misrepresentation that contradicted a term of the contract between the parties to the tort suit. 294 Md. at 119 n. 13, 448 A.2d 332 .

2002In Creamer v. Helferstay, 294 Md. 107 , 448 A.2d 332 (1982), we reserved judgment on whether the parol evidence rule precluded a tort action based on a negligent misrepresentation that contradicted a term of the contract between the parties to the tort suit. 294 Md. at 119 n. 13, 448 A.2d 332 .

1984Judge Digges, writing for the Court, explained ( 275 Md. at 286 , 340 A.2d at 219 ): However, as there has been no merger of law and equity in this jurisdiction, while it is not appropriate for a circuit court, convened at law, to receive parol evidence concerning a contract and then to reform that agreement by deleting those provisions which the evidence shows would not be there if it were not for inadvertence and mistake [citations omitted], if the action were brought as one in equity the parol evidence rule will not present a hurdle to the parties’ seeking to vary the terms of the contract

1984Judge Digges, writing for the Court, explained ( 275 Md. at 286 , 340 A.2d at 219 ): However, as there has been no merger of law and equity in this jurisdiction, while it is not appropriate for a circuit court, convened at law, to receive parol evidence concerning a contract and then to reform that agreement by deleting those provisions which the evidence shows would not be there if it were not for inadvertence and mistake [citations omitted], if the action were brought as one in equity the parol evidence rule will not present a hurdle to the parties’ seeking to vary the terms of the contract

2018Co. , 686 A.2d 1045 , 1049 (D.C. 1996) ("Essentially, the parol evidence rule excludes ... evidence of prior and contemporaneous agreements, unless the terms of the agreement are ambiguous.").

2014Furthermore, “the parol evidence rule would not bar a court from considering the context of the transaction or the custom of the trade in a determination of ambiguity.” Calomiris, 353 Md. at 436 , 727 A.2d 358 . *419 Nonetheless, “ ‘[a]n ambiguity does not exist simply because a strained or conjectural construction can be given to a word.’ ” Dumbarton, 434 Md. at 53 , 73 A.3d 224 (quoting Belleview Constr.

2014Furthermore, “the parol evidence rule would not bar a court from considering the context of the transaction or the custom of the trade in a determination of ambiguity.” Calomiris, 353 Md. at 436 , 727 A.2d 358 . *419 Nonetheless, “ ‘[a]n ambiguity does not exist simply because a strained or conjectural construction can be given to a word.’ ” Dumbarton, 434 Md. at 53 , 73 A.3d 224 (quoting Belleview Constr.

2010Central Truck had the capacity and opportunity to read and understand the Agreement, which it executed with no evidence of “trick or artifice.” Therefore, Central Truck, “if the parol evidence rule is to retain vitality, ‘cannot later claim fraud in the inducement.’ ” Id. (quoting Management Assistance, Inc., 546 F.Supp. at 671-72 ).

2010Particularly cogent, relative to the facts before us in this appeal, is the court’s observation: We have here the case of “a party with the capacity and opportunity to read a written contract, who [has] execute[d] it, not under any emergency, and whose signature was not obtained by trick or artifice”; such a party, if the parol evidence rule is to retain vitality, “cannot later claim fraud in the inducement.” Id. (quoting Management Assistance, Inc. v. Computer Dimensions, Inc., 546 F.Supp. 666, 671-72 (N.D.Ga.1982), aff'd sub nom.

2010Id. (internal quotations and citations omitted).

2010As noted in One-O-One Enterprises, Inc. v. Caruso, 848 F.2d 1283, 1287 (D.C.Cir.1988), “[o]n a matter of such large significance to the parties’ bargain, silence in a final agreement containing an integration clause — in the face of prior explicit representations — must be deemed an abandonment or excision of those earlier representations.” Central Truck cannot overcome the written instrument and, particularly, the integration clause by invoking the fraud-in-the-inducement exception to the parol evidence rule.