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let's continue our discussion of the Alyeska case and now we're going to focus on the question of whether extrinsic evidence can be admitted to supplement a written contract the Alyeska Court adopted a three-step test to make this determination the first step is the partial integration test namely was the written agreement partially integrated with respect to the extrinsic evidence at issue in other words was the writing a final expression of some of the terms of the contract if not the parole Evidence Rule does not apply and even inconsistent or contradictory extrinsic evidence can be admitted in this case the court found that the December 11th writing was partially integrated meaning that the writing was a final expression of some of at least some of the terms the court doesn't say much about the standard for what determines whether writing was partially integrated and there have been academic debates about whether extrinsic evidence should be admitted determine whether the writing was a final expression of some some or all of the of its terms with most courts now considering extrinsic evidence in determining whether parties intended the written contract to be a partial or complete integration the trial court's finding of partial integration is reviewed under the clearly erroneous standard as a question of fact the second test is the consistency test if a written agreement was partially integrated is the extrinsic evidence inconsistent with the integrated portion if yes the extrinsic evidence cannot be admitted to supplement in this case the court found that the parole evidence was inconsistent with the written agreement in making this consideration the court rejected in making this determination the court rejected the hunt food standard the hunt food case held that to be inconsistent the extrinsic evidence must be offered for a term that contradicts an Express term of the writing this definition of consistency is too broad hunt food would destroy much of the parole Evidence Rule by finding that a very broad class of extrinsic evidence was consistent and thus could be admitted unless the writing was an exclusive integration for example if Floral agreed to paint Hardy's house in a written contract for five hundred dollars the hunt food standard would allow Hardy to argue that Laura also promised to sell his car as part of the contract because selling a car wouldn't contradict an express term of the written contract on the other hand it's possible to interpret consistent very narrowly the phrase additional consistent terms sounds like an oxymoron the this other extreme interpretation is would say that all additional terms are inconsistent because any additional term is inconsistent with the quid pro quo balance of promises that the parties agreed to in the initial writing the court correctly feels that the hunt food standard is too broad but also wants to avoid the other extreme and define all additional terms to be inconsistent the court compromises between these extreme standards by assessing assessing consistency under the Snider definition of inconsistency as quote the absence of reasonable harmony unquote in the written and extrinsic terms does this reasonable harmony standard help us at all well not really notice how the court uses overstatement to shore up a questionable conclusion under this definition of inconsistency it is clear that the proffered parole evidence is inconsistent as you can probably tell though whether there is reasonable harmony or not is far from clear you the inconsistency inquiry different from the may not be contradicted inquiry of section 202 answer is no an inconsistent piece of evidence is the same as a piece of evidence that contradicts the reasonable agreement the opinion suggests there's really no difference between an inconsistency inquiry and a quote may not be contradicted unquote inquiry the third and final test might be called the exclusive statement or complete integration test if a written contract is not deemed to be the exclusive statement of the parties then extrinsic evidence that is offered as evidence of a supplementary term that is consistent with the partially integrated term will be admitted to supplement the agreement but if the written contract is a complete integration then the extrinsic evidence of this additional consistent term will not be admitted if the Court concludes that such additional consistent terms would quote necessarily have been included in the writing unquote because the proffered extrinsic evidence was found to be inconsistent the court didn't have to reach this third issue of whether the writing was a complete and exclusive statement under Section 2 202 subparagraph 2 the court defines this inquiry as whether the consistent term would necessarily have been included in the writing various courts in describing the scope of the complete integration test have deployed at least four different adverbs to think about whether the additional terms would have been included in the original writing they've used necessarily certainly ordinarily or naturally again not a whole lot of guidance think again about Laurel agreeing to paint Hardy's house for five hundred dollars but this time imagine that Hardy wants to present evidence that Laurel also orally agreed to paint Hardy's toolshed for an extra hundred dollars imagine that the court is the painting that painting the tool shed for $100 is a consistent additional term and that the Rittenhouse painting contract is a complete integration maybe because it has a merger clause saying that it is the complete and final agreement of the parties with the toolshed painting term be the kind that would necessarily be included in the house painting agreement well I'd argue no it might not necessarily be included and so under the Alyeska standard it might be admitted but if this were a jurisdiction that used the ordinarily included standard a reasonable person might come to a different conclusion and find that the toolshed provision would ordinarily be included in the home painting contract and therefore refused to admit the extrinsic evidence as to the toolshed deal if you are frustrated by how the UCC treats the parole Evidence Rule you're not alone the United States Convention on contracts or the International International sale of goods known as the CIS G is meant to act as an international version of the UCC applying by default to the International sale of goods unless the parties include a choice of law provision saying that the contract will be governed by say the law of New York the CIS G has a substantially different take on the parole Evidence Rule take a moment to read article 8 of the CIS G on this slide you it basically says that this that statements made by parties are to be interpreted ing to their intent and in order to figure out a party's intent considerations can be given to all relevant circumstances of the negotiation so under the CIS G there is no parole Evidence Rule and extrinsic evidence may be admitted even with regard to contracts that are written let's work through an example to see how the CIS G would treat an issue involving parole evidence an Italian seller of ceramic tiles and an American buyer acting through agents negotiate an oral agreement of sale that contained agreement on price quality quantity delivery and payment the parties then reduce the negotiated terms to writing on a form prepared by the seller on the front over the signature line there was language incorporating terms on the back of the writing into the contract and one of these terms on the back was an additional term about default and delay in payment the agent signed the contract but there was evidence confirmed by affidavits that at the time of signing neither agent intended that the terms on the back of the writing were part of the contract later there was a dispute over late payment and the seller invoked the delay in payment term as the defense the buyer introduced evidence that neither party intended the back to be part of the contract although language on the front was not modified to make this intention clear the first question is is this is this evidence admissible under the CIS G to exclude the default in payment clause and the answer is probably yes because of the CIS G's very permissive approach toward admitting extrinsic evidence these affidavits would probably be admitted now the second question suppose the contract was formed between US citizens so that the UCC would apply with the evidence be admissible under UCC to two to launder to 202 if a partial integration was inferred extrinsic evidence of an oral agreement which is inconsistent with the written term would not be admitted in general however section 20 of the Restatement would permit the evidence to be admitted that section allows cases where both parties have the same intention to control the enforcement of the contract but the parole Evidence Rule that gets in the way of can get in the way of the application of this Restatement rule it's often helpful to create a flow chart to map out how the various aspects the various tests of UCC to 202 interrelate this slide shows a flowchart created by professor Keith rally the Alyeska decision suggests another flow chart that changes the order in which the questions are asked you might do well to write your own in summary the parole Evidence Rule you see C's 2 - 202 determines when extrinsic evidence can be used to explain or supplement the terms in a written contract the parole Evidence Rule only applies to integrated writings that is writing a writing that is final expression of some or all of the terms of the agreement the court in this case adopted a three-step test to determine if extrinsic evidence is allowed to supplement first is the writing partially integrated with regard to the extrinsic evidence at issue if no then the extrinsic evidence is allowed even if the evidence is inconsistent or contradictory second if the writing is partially integrated is the external evidence inconsistent or contradictory to the written terms if it is inconsistent or contradictory then the parole Evidence Rule applies and the extrinsic evidence cannot be included third is the complete integration test if the contract is a complete integration then extrinsic evidence of even consistent additional terms will not be admitted if the Court finds that those additional terms would necessarily have been included in the finally a potential fourth desk might ask whether the extrinsic evidence is merely interpreting existing ambiguous terms if it's just interpreting terms then it can can be admitted if the integrated but ambiguous term is reasonably susceptible to the proffered interpretation the CIS G avoids this mess of the UCCS parole Evidence Rule by generally considering all extrinsic evidence