parol evidence rule in Pennsylvania

2026“Once a writing is determined to be the parties’ entire contract, the parol evidence rule applies and evidence of any previous oral or written negotiations or agreements involving the same subject matter as the contract is almost always inadmissible to explain or vary the terms of the contract.” Id. at 436-37 .

2026Thus, Defendants have failed to meet the threshold showing for invoking the parol evidence rule, i.e., establishing that the Redemption Agreement is “the parties’ entire contract[.]” Yocca, 854 A.2d at 436-37 (cleaned up).

2026As our Supreme Court long ago questioned: “What is the use of inserting such clauses in agreements if one of the parties thereto is permitted to prove by oral testimony [statements contrary to the writing]?” Bardwell v. Willis Co., 100 A.2d 102, 104 (Pa. 1953). - 53 - J-A27046-25 J-A27047-25 However, there are exceptions to the parol evidence rule.

2025See HCB Contractors, 652 A.2d at 1279; Bardwell, 100 A.2d at 104 .[6] ____________________________________________ 6 Our Supreme Court explained the reason for this distinction as follows: First, the policy that the parol evidence rule aims to serve, which is to uphold the integrity of the written contract because the writing is considered the embodiment [of] the parties’ true agreement, see Rose v. Food Fair Stores, Inc., … 262 A.2d 851, 853 ([Pa.] 1970), is not furthered by a refusal to recognize the fraud in the execution exception, as it is in refusing to recognize an exception for fraud i

2022LeDonne v. Kessler, 389 A.2d 1123, 1130 (Pa. Super. 1978). 5 The Superior Court has indicated that this “somewhat different approach” was “crafted because the court realizes that … unsophisticated buyers of residential real estate[] are pragmatically incapable of fully ascertaining the physical condition of the property they are buying” such that the court has refused to strictly enforce the parol evidence rule. 1726 Cherry Street…, 653 A.2d [at] 670 n.6…. - 15 - J-A14004-22 [We] can imagine a case where the facts relevant to making a determination of “justifiable reliance” are simply too clos

2022Nevertheless, the court competently addressed and rejected this claim, stating: Pennsylvania’s Superior Court has stated that “the purpose of the parol evidence rule is `... to preserve the integrity of written agreements by refusing to permit the contracting parties to attempt to alter the import of their contract through the use of contemporaneous (or prior) oral declarations.’” LeDonne v. Kessler, 389 A.2d 1123, 1126 (Pa. Super. 1978), citing Rose v. Food Fair Stores, Inc., 262 A.2d 851, 853 (Pa. 1970).

2025See HCB Contractors, 652 A.2d at 1279; Bardwell, 100 A.2d at 104 .[6] ____________________________________________ 6 Our Supreme Court explained the reason for this distinction as follows: First, the policy that the parol evidence rule aims to serve, which is to uphold the integrity of the written contract because the writing is considered the embodiment [of] the parties’ true agreement, see Rose v. Food Fair Stores, Inc., … 262 A.2d 851, 853 ([Pa.] 1970), is not furthered by a refusal to recognize the fraud in the execution exception, as it is in refusing to recognize an exception for fraud i

2022Nevertheless, the court competently addressed and rejected this claim, stating: Pennsylvania’s Superior Court has stated that “the purpose of the parol evidence rule is `... to preserve the integrity of written agreements by refusing to permit the contracting parties to attempt to alter the import of their contract through the use of contemporaneous (or prior) oral declarations.’” LeDonne v. Kessler, 389 A.2d 1123, 1126 (Pa. Super. 1978), citing Rose v. Food Fair Stores, Inc., 262 A.2d 851, 853 (Pa. 1970).

2022Hence, the court found that the timing of the acquisition of the property, right before the parties moved in, along with ____________________________________________ 1 See 33 P.S. § 1 (providing that “no leases, estates or interests, either of freehold or terms of years, or any uncertain interest, of, in, to or out of any messuages, manors, lands, tenements or hereditaments, shall, at any time after the said April 10, 1772, be assigned, granted or surrendered, unless it be by deed or note, in writing, signed by the party so assigning, granting or surrendering the same, or their agents, thereto

2018See Bardwell v. The Willis Co., 100 A.2d 102, 104 (Pa. 1953) (articulating the parol evidence rule). - 14 - J-A02012-18 The purpose of the rule is “to preserve the integrity of written agreements by refusing to permit the contracting parties to attempt to alter the import of their contract through the use of contemporaneous [or prior] oral declarations.” Rose v. Food Fair Stores, Inc., 262 A.2d 851, 853 (Pa. 1970); see also Lenzi v. Hahnemann University, 664 A.2d 1375, 1379 (Pa.Super. 1995) (“The parol evidence rule seeks to preserve the integrity of a written agreement by barring the contract

2022Felte, Inc. v. White, 302 A.2d 347, 351 (Pa. 1973) (explaining that when awritten contract is clear and unequivocal, its meaning must be determined by its contents alone). 18 Therefore, for the parol evidence rule to apply, there must be awriting that represents the "entire contract between the parties." Gianni, 126 A. at 792 .

2018Therefore, for the parol evidence rule to apply, there must be a writing that represents the “entire contract between the parties.” Gianni, 126 A. at 792 .

2025See Toy, supra; Bardwell, supra. As such, evidence of Appellant’s representations pertaining to the re-tipping work and permit status is barred by the parol evidence rule.

2021The Supreme Court in [Toy] further clarified exclusions to the parol evidence rule by stating: “While parol evidence may be introduced based on a party’s claim that there was fraud in the execution of a contract, i.e., that a term was fraudulently omitted from the contract, parol evidence may not be admitted based on a claim that there was fraud in the inducement of the contract, i.e., that an opposing party made false representations that induced the complaining party to agree to the contract.” Toy, [] 928 A.2d 186, 205 ([Pa.] 2007) (citing HCB Contractors v. Liberty Place Hotel Associates, [

2022Bank of Port Allegany, 868 A.2d 539, 546 (Pa. Super. 2005) (“Once a writing is determined to be the parties’ entire contract, the parol evidence rule applies and evidence of any previous oral or written negotiations or agreements involving the same subject matter as the contract is almost always inadmissible to explain or vary the terms of the contract.”) (internal citations and quotation marks omitted); see also Blumenstock v. Gibson, 811 A.2d 1029, 103 [5] (Pa. Super. 2002) (“[A]lleged prior or contemporaneous oral representations or agreements concerning subjects that are specifically cover

2018Indeed, “[o]nce a writing is determined to be the parties’ entire contract, the parol evidence rule applies and evidence of any previously oral or written negotiations or agreements involving the same subject matters as the contract is almost always inadmissible to explain or vary the terms of the contract.” Id.

2017"Rather, in the absence of an integration clause, the court 'must examine the text [of the agreement] to determine its completeness."' Id. at 1173-74 (quoting Henry v. First Federal Savings & Loan Assoc., 313 Pa. Super. 128, 136 , 459 A.2d 772, 776 (1983) (affirming summary judgment and finding evidence of alleged prior oral representations were barred by the parol evidence rule upon finding that even In absence of integration clause, written loan agreement was complete as to such matters); citing Gemini Equipment Co. v. Pennsy Supply, Inc., 407 Pa. Super. 404 , 595 A.2d 1211 (1991) (barring e

2010International Milling Co. v. Hachmeister Inc., 380 Pa. 407, 414 , 110 A.2d 186, 190 (1955). “[S]o, the parol evidence rule insures the integrity of written memorials adopted by the parties to an agreement as evi dencing the whole of their contractual undertakings,” Id.

2022Reliance on the misrepresentation is not justifiable if the contract omits the allegedly material term.[FN2] Thus, a claim of fraud in the inducement will not defeat the parol evidence bar if the complaining party signs a contract that does not include the allegedly fraudulent term.[FN3] - 13 - J-A17027-22 [FN2] “A party cannot justifiably rely upon prior oral representations, yet sign a contract denying the existence of those representations.” McGuire v. Schneider, Inc., 534 A.2d 115, 119 (Pa. Super. 1987) ([citing] LeDonne v. Kessler, 389 A.2d 1123 , 1130 n.10.

1998We note, however, that although the presence of an integration clause within an agreement makes the parol evidence rule particularly applicable, McGuire, 368 Pa.Super. at 347-49 , 534 A.2d at 117 , its absence does not automatically subject the written agreement to parol evidence.

2017Kehr Packages, 710 A.2d at 1172 (internal citations omitted). “[B]efore the parol evidence rule is applied, the court must determine, as a matter of law, whether the writing at issue is an integrated agreement.” Kehr Packages, 710 A.2d at 1173 (citation omitted).

2017Kehr Packages, 710 A.2d at 1172 (internal citations omitted). “[B]efore the parol evidence rule is applied, the court must determine, as a matter of law, whether the writing at issue is an integrated agreement.” Kehr Packages, 710 A.2d at 1173 (citation omitted).

2018The EBAC contained an integration clause, which has been held to “make the parol evidence rule particularly applicable.” Hart v. Arnold, 884 A.2d 316, 340-41 (Pa.Super. 2005) (quoting 1726 Cherry Street Partnership by 1726 Cherry Street Corp. v. Bell Atlantic Properties, Inc., 653 A.2d 663, 665 (Pa.Super. 1995)).

2005The ground lease contained an integration clause in Article XXVI, Section 26.5, entitled “Entire Agreement.” Greylock correctly points out that the parol evidence rule bars proof of fraudulent inducement to a contract where the contract is fully integrated. 1726 Cherry Street Partnership v. Bell Atlantic Properties, Inc., 439 Pa.Super. 141 , 653 A.2d 663 , petition for allowance of appeal denied, 544 Pa. 647 , 664 A.2d 976 (1995).

2026However, our Supreme Court has recognized that “the parol evidence rule bars only prior or contemporaneous oral agreements, not subsequent ones.” Nicolella v. Palmer, 248 A.2d 20, 23 (Pa. 1968). “[W]here a written contract is modified by subsequent conduct of the parties, … the extent of the modification must be shown by clear and convincing evidence.” Berwick v. Daniel W.

2022"To require less would make amockery of the parol evidence rule because all aparty would have to do to avoid, modify or nullify [acontract] would be to aver that false representations were ` fraudulently' made." Nicolella v. Palmer, 248 A.2d 20, 23 ( 1968).

1978Phillips Gas and Oil Co. v. Kline, 368 Pa. 516, 519 , 84 A.2d 301 ; Grubb v. Rockey, 366 Pa. 592 , 79 A.2d 255 ; Walker v. Saricks, 360 Pa. 594 , 63 A.2d 9 ; Gianni v. Russell & Co., Inc., [supra]; Speier v. Michelson, 303 Pa. 66 , 154 A. 127 ; O'Brien v. O'Brien, 362 Pa. 66 , 66 A.2d 309 ; Russell v. Sickles, 306 Pa. 586 , 160 A. 610 .” See also Nicolella v. Palmer, 432 Pa. 502 , 248 A.2d 20 (1968); United Refining Co. v. Jenkins, 410 Pa. 126 , 189 A.2d 574 (1968); National Cash Register Co. v. Modern Transportation Co., 224 Pa.Super. 138 , 302 A.2d 486 (1973). 4 While our courts have applied

1978Phillips Gas and Oil Co. v. Kline, 368 Pa. 516, 519 , 84 A.2d 301 ; Grubb v. Rockey, 366 Pa. 592 , 79 A.2d 255 ; Walker v. Saricks, 360 Pa. 594 , 63 A.2d 9 ; Gianni v. Russell & Co., Inc., [supra]; Speier v. Michelson, 303 Pa. 66 , 154 A. 127 ; O'Brien v. O'Brien, 362 Pa. 66 , 66 A.2d 309 ; Russell v. Sickles, 306 Pa. 586 , 160 A. 610 .” See also Nicolella v. Palmer, 432 Pa. 502 , 248 A.2d 20 (1968); United Refining Co. v. Jenkins, 410 Pa. 126 , 189 A.2d 574 (1968); National Cash Register Co. v. Modern Transportation Co., 224 Pa.Super. 138 , 302 A.2d 486 (1973). 4 While our courts have applied

1998Moreover, the parol evidence rule “has never barred the introduction of clear, precise, and convincing evidence to show that the party who seeks to enforce the written agreement according to its tenor has admitted and acknowledge that the agreement as written did not express what the parties intended and that what the parties intended was omitted from the written agreement ....” Coal Operators Casualty Co., 440 Pa. at 223 , 269 A.2d at 673 (quoting Boyd’s Estate, 394 Pa. 225, 233 , 146 A.2d 816, 820 (1958)) (emphasis in original).

1998Moreover, the parol evidence rule “has never barred the introduction of clear, precise, and convincing evidence to show that the party who seeks to enforce the written agreement according to its tenor has admitted and acknowledge that the agreement as written did not express what the parties intended and that what the parties intended was omitted from the written agreement ....” Coal Operators Casualty Co., 440 Pa. at 223 , 269 A.2d at 673 (quoting Boyd’s Estate, 394 Pa. 225, 233 , 146 A.2d 816, 820 (1958)) (emphasis in original).

2022Thus, when "prior fraudulent oral misrepresentations are alleged regarding asubject that 19 was specifically dealt with in awritten contract, the party alleging such representations must, under the parol evidence rule, also aver that the representations were fraudulently or by accident or mistake omitted from the integrated written contact." HCB Contractors, 652 A.2d at 1279 ; see also Yocca, 854 A.2d at 437 n.26 (holding that where acontract is integrated, "parol evidence may not be admitted based on aclaim that there was fraud in the inducement of the contract, i.e., that an opposing party m

2021The Supreme Court in [Toy] further clarified exclusions to the parol evidence rule by stating: “While parol evidence may be introduced based on a party’s claim that there was fraud in the execution of a contract, i.e., that a term was fraudulently omitted from the contract, parol evidence may not be admitted based on a claim that there was fraud in the inducement of the contract, i.e., that an opposing party made false representations that induced the complaining party to agree to the contract.” Toy, [] 928 A.2d 186, 205 ([Pa.] 2007) (citing HCB Contractors v. Liberty Place Hotel Associates, [

2026See Holser, supra. Although Appellants generally assert that the parol evidence rule does not bar evidence of a seller disclosure statement, they have not set forth an argument of fraudulent inducement into the contract and have not established that the fraudulent inducement exception to the parol evidence rule applies.9 See Blumenstock, supra. Therefore, the trial court did not abuse its discretion when it granted Dietrich’s motion in limine and excluded evidence of other agreements as part of the Agreement of Sale.

2025Indeed, “[a]n exception to th[e] general formulation of the impact of the parol evidence rule has been created and followed by the so-called ‘real estate inspection cases,’ i.e., LeDonne … and its progeny.” Blumenstock, 811 A.2d at 1036 .

2016See, e.g., Steuart v. McChesney, 498 Pa. 45 , 444 A.2d 659, 663 (1982) (explaining that parol evidence is admissible to explain, clarify, and resolve ambiguities).

2016See, e.g., Steuart v. McChesney, 498 Pa. 45 , 444 A.2d 659, 663 (1982) (explaining that parol evidence is admissible to explain, clarify, and resolve ambiguities).

2016Likewise, in Roberts v. Cauffiel, 128 A. 670, 671 (Pa. 1925) the Supreme Court held that the parol evidence rule “can have no relevancy where the suit is not between the two parties to the contract, or their privies; especially where, as here, there is no attempt to affect the writing in any way.” The Supreme Court distinguished Badler and Roberts in Evans v. Otis Elevator Co., 168 A.2d 573 (Pa. 1961) where the plaintiff employee sued the company his employer hired to maintain and inspect the employer’s elevators.

1971The parol evidence rule does not apply to strangers to a written agreement; “unless both parties [to a writing], or their privies, are the real contestants, the rule of [parol] evidence . . . has no application”: Roberts v. Cauffiel, 283 Pa. 64, 69 .

2010An integration clause has the effect of making the parol evidence rule particularly applicable, McGuire, supra (citing National Cash Register Co. v, Modern Transfer Co. Inc., 224 Pa, Super. 138, 144, 302 A.2d 486, 489 (1973)).

1978Phillips Gas and Oil Co. v. Kline, 368 Pa. 516, 519 , 84 A.2d 301 ; Grubb v. Rockey, 366 Pa. 592 , 79 A.2d 255 ; Walker v. Saricks, 360 Pa. 594 , 63 A.2d 9 ; Gianni v. Russell & Co., Inc., [supra]; Speier v. Michelson, 303 Pa. 66 , 154 A. 127 ; O'Brien v. O'Brien, 362 Pa. 66 , 66 A.2d 309 ; Russell v. Sickles, 306 Pa. 586 , 160 A. 610 .” See also Nicolella v. Palmer, 432 Pa. 502 , 248 A.2d 20 (1968); United Refining Co. v. Jenkins, 410 Pa. 126 , 189 A.2d 574 (1968); National Cash Register Co. v. Modern Transportation Co., 224 Pa.Super. 138 , 302 A.2d 486 (1973). 4 While our courts have applied

1979Petitioner may prove the existence of a contemporaneous agreement which was fraudulently breached, but he must meet the standards of proof set forth by our courts before he can introduce such evidence.” It remains to note that in Dunn v. Orloff, supra, 420 Pa. 492 , 218 A.2d 314 , it was held that the issue of the parol evidence rule can be raised at the hearing to open the judgment and that the failure to do so precludes further resort to the issue prior to trial.

1979Petitioner may prove the existence of a contemporaneous agreement which was fraudulently breached, but he must meet the standards of proof set forth by our courts before he can introduce such evidence.” It remains to note that in Dunn v. Orloff, supra, 420 Pa. 492 , 218 A.2d 314 , it was held that the issue of the parol evidence rule can be raised at the hearing to open the judgment and that the failure to do so precludes further resort to the issue prior to trial.

2025See Yocca, 854 A.2d at 436 (“[F]or the parol evidence rule to apply, there must be a writing that represents the entire contract between the parties.”) (citation and internal quotation marks -9- J-A13037-25 omitted); see also Walker v. Saricks, 63 A.2d 9, 11 (Pa. 1949) (“Whether the writing is the entire contract between the parties so that the parol evidence rule is applicable is a question of law for the court.”); McGuire, 534 A.2d at 118 (“Whether a writing is an integrated agreement, and if so, whether the agreement is completely or partially integrated, are questions to be decided by the

1978Phillips Gas and Oil Co. v. Kline, 368 Pa. 516, 519 , 84 A.2d 301 ; Grubb v. Rockey, 366 Pa. 592 , 79 A.2d 255 ; Walker v. Saricks, 360 Pa. 594 , 63 A.2d 9 ; Gianni v. Russell & Co., Inc., [supra]; Speier v. Michelson, 303 Pa. 66 , 154 A. 127 ; O'Brien v. O'Brien, 362 Pa. 66 , 66 A.2d 309 ; Russell v. Sickles, 306 Pa. 586 , 160 A. 610 .” See also Nicolella v. Palmer, 432 Pa. 502 , 248 A.2d 20 (1968); United Refining Co. v. Jenkins, 410 Pa. 126 , 189 A.2d 574 (1968); National Cash Register Co. v. Modern Transportation Co., 224 Pa.Super. 138 , 302 A.2d 486 (1973). 4 While our courts have applied

1995Id. at 64-65 , 127 A.2d at 335 (citations omitted.) 1 Under this theory of the parol evidence rule, a party may introduce evidence of factual misrepresentations allegedly made prior to execution of a written agreement if the party alleges that he was induced to enter the agreement by the misrepresentations provided, however, that the party may not thereby achieve a reformation of the agreement but rather may obtain total rescission only.

1995Id. at 64-65 , 127 A.2d at 335 (citations omitted.) 1 Under this theory of the parol evidence rule, a party may introduce evidence of factual misrepresentations allegedly made prior to execution of a written agreement if the party alleges that he was induced to enter the agreement by the misrepresentations provided, however, that the party may not thereby achieve a reformation of the agreement but rather may obtain total rescission only.

1957See footnote to Bardwell v. The Willis Company, supra, where it is said, at page 506: “The parol evidence rule, generally speaking, does not apply to receipts, letters, statements or books of account and other writings which do not purport to be a complete contract or vest or extinguish a legal right: Wagner v. Marcus, 288 Pa. 579 , 136 A. 847 ; Garrison v. Salkind, 285 Pa. 265 , 132 A. 125 ; cf. Newland v. Lehigh Valley R.

1957See footnote to Bardwell v. The Willis Company, supra, where it is said, at page 506: “The parol evidence rule, generally speaking, does not apply to receipts, letters, statements or books of account and other writings which do not purport to be a complete contract or vest or extinguish a legal right: Wagner v. Marcus, 288 Pa. 579 , 136 A. 847 ; Garrison v. Salkind, 285 Pa. 265 , 132 A. 125 ; cf. Newland v. Lehigh Valley R.

1978Phillips Gas and Oil Co. v. Kline, 368 Pa. 516, 519 , 84 A.2d 301 ; Grubb v. Rockey, 366 Pa. 592 , 79 A.2d 255 ; Walker v. Saricks, 360 Pa. 594 , 63 A.2d 9 ; Gianni v. Russell & Co., Inc., [supra]; Speier v. Michelson, 303 Pa. 66 , 154 A. 127 ; O'Brien v. O'Brien, 362 Pa. 66 , 66 A.2d 309 ; Russell v. Sickles, 306 Pa. 586 , 160 A. 610 .” See also Nicolella v. Palmer, 432 Pa. 502 , 248 A.2d 20 (1968); United Refining Co. v. Jenkins, 410 Pa. 126 , 189 A.2d 574 (1968); National Cash Register Co. v. Modern Transportation Co., 224 Pa.Super. 138 , 302 A.2d 486 (1973). 4 While our courts have applied

1978Phillips Gas and Oil Co. v. Kline, 368 Pa. 516, 519 , 84 A.2d 301 ; Grubb v. Rockey, 366 Pa. 592 , 79 A.2d 255 ; Walker v. Saricks, 360 Pa. 594 , 63 A.2d 9 ; Gianni v. Russell & Co., Inc., [supra]; Speier v. Michelson, 303 Pa. 66 , 154 A. 127 ; O'Brien v. O'Brien, 362 Pa. 66 , 66 A.2d 309 ; Russell v. Sickles, 306 Pa. 586 , 160 A. 610 .” See also Nicolella v. Palmer, 432 Pa. 502 , 248 A.2d 20 (1968); United Refining Co. v. Jenkins, 410 Pa. 126 , 189 A.2d 574 (1968); National Cash Register Co. v. Modern Transportation Co., 224 Pa.Super. 138 , 302 A.2d 486 (1973). 4 While our courts have applied

1969However it has long been the law in this Commonwealth that "receipts which are mere acknowledgements are in no way contractual in their nature and hence are not subject to the parol evidence rule . . . ." Wagner v. Marcus, 288 Pa. 579, 584 , 136 Atl. 847, 848 (1927).

1969However it has long been the law in this Commonwealth that "receipts which are mere acknowledgements are in no way contractual in their nature and hence are not subject to the parol evidence rule . . . ." Wagner v. Marcus, 288 Pa. 579, 584 , 136 Atl. 847, 848 (1927).

1999In Myers [v. McHenry, 398 Pa.Super. 100 , 580 A.2d 860 (1990) ], we set forth the following test to be employed when deciding whether evidence of misrepresentation is excluded by the parol evidence rule: Where buyers allege that they were fraudulently induced to purchase a property through fraud or misrepresentation, the applicability to the parol evidence rule is determined by balancing “the extent of the party’s knowledge of objectionable conditions derived from a reasonable inspection against the extent of *772 the coverage of the contract’s integration clause in order to determine whether

1999In Myers [v. McHenry, 398 Pa.Super. 100 , 580 A.2d 860 (1990) ], we set forth the following test to be employed when deciding whether evidence of misrepresentation is excluded by the parol evidence rule: Where buyers allege that they were fraudulently induced to purchase a property through fraud or misrepresentation, the applicability to the parol evidence rule is determined by balancing “the extent of the party’s knowledge of objectionable conditions derived from a reasonable inspection against the extent of *772 the coverage of the contract’s integration clause in order to determine whether