May 21, 2020

Effective Use of Merger Clauses: Part I

Jason R. Scheiderer and Michael Malone – April 11, 2018

Note: This is the first part of a series of articles on integration, or merger clauses, in contracts. The next installment is about the legal effect of merger clauses.

History of the Parol Evidence Rule
Scholars trace the origins of the parol evidence rule to the “primitive formalism which attached mystical and ceremonial effectives to the carta and the seal.” Michael B. Metzger, The Parol Evidence Rule: Promissory Estoppels’ Next Conquest? 36 Vand. L. Rev. 1383, 1386 (1983) (subscription required). The term “parol” literally means “word” and comes to us from legal French. The French term was derived from ecclesiastical Latin “parabola,” meaning “speech.” Id. Despite its ancient origins, the rule continues to significantly impact the interpretation and enforcement of modern contractual obligations.

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