PAROL EVIDENCE WORKSHEET

§2-202

A. Ask yourself, Is there a written contract? If YES go to B. If NO, there is no

PER problem.
B. Ask yourself, Are you adding a term? If YES, go to C.
C. Ask yourself, Is the type of evidence of the new term Trade Usage (UoT),
Course of Dealing (CoD) or Course of Performance (CoP)? These typically
only involve merchant v. merchant contracts. If YES, go to D. If NO, go to I.

D. Ask yourself, Is the written agreement intended to be a final agreement, i.e.

integrated? If YES, go to E.
E. Ask yourself, Does the UoT, CoD, or CoP supplement the writing? If YES, the
PE is allowed. If NO, go to F.
F. Ask yourself, Is the UoT, CoD, or CoP consistent with the writing? If YES,
the PE is allowed. If NO, go to G.
G. Ask yourself, Does the UoT, CoD, or CoP contradict the writing? If YES, the
PE is not allowed. If NO, go to H.
H. Ask yourself, Does the UoT, CoD, or CoP vary the writing? If YES, the PE is
not allowed.

I. Ask yourself, Is the written agreement intended to be a final agreement, i.e.

integrated? If YES go to J. If NO, there is no PER problem.
J. Ask yourself, Would the parties certainly have included it in the agreement
under the totality of the circumstances? If YES, the integration is Complete
and no PER is permitted even if it is consistent. If NO, the integration is
partial and go to K.
K. Ask yourself, Does the PER supplement the writing? If YES, the PER is
allowed. If NO, go to L.
L. Ask yourself, Is the PER consistent with the writing? If YES, the PER is
allowed. If NO, go to M.
M. Ask yourself, Does the PER contradict the writing? If YES, the PER is not
allowed. If NO, go to N.
N. Ask yourself, Does the PER vary the writing? If YES, the PER is not allowed.