extrinsic evidence

Quick Note: An Ambiguous Agreement will Lead to Admissibility of Parol Evidence

Posted by David Adelstein on January 01, 2017
Trial Perspectives / Comments Off on Quick Note: An Ambiguous Agreement will Lead to Admissibility of Parol Evidence

In an earlier article I explained that parol evidence (extrinsic evidence) is inadmissible to determine the intent of an unambiguous agreement. The corollary is that parol evidence is admissible to determine the intent of an ambiguous agreement. Naturally, parties want their agreements to be clear—crystal clear—to avoid any argument regarding an ambiguity. For example, in a recent case, a commercial lease was deemed ambiguous regarding the tenant’s lease rate. As a result, the landlord could not ram its commercial eviction claim through the court due to what it claimed to be the tenant not paying the right lease rate. Instead, evidence needed to be considered regarding the intent of the parties, particularly as it pertained to the paragraph in the lease regarding the lease rate. Clearly, this is not what the commercial landlord wanted and, perhaps, could have been avoided by specific and unambiguous language regarding the lease rate. Remember, an ambiguity regarding a material portion of an agreement is bad–it just leads to the inevitable dispute.  

 

Please contact David Adelstein at dadelstein@gmail.com or (954) 361-4720 if you have questions or would like more information regarding this article. You can follow David Adelstein on Twitter @DavidAdelstein1.

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Parol Evidence Inadmissible to Determine Intent of Unambiguous Agreement

Posted by David Adelstein on April 27, 2016
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Extrinsic or parol evidence is inadmissible to determine the meaning or intent of an unambiguous agreement. See Restoration 1 CFL v. State Farm Ins. Co., 2016 WL 1600331 (Fla. 5th DCA 2016) (error to allow deposition testimony regarding party’s interpretation of assignment when assignment agreement was unambiguous).  

“The parol-evidence rule is a substantive rule of law and reduced to its essence, provides that a written document intended by the parties to be the final embodiment of their agreement may not be contradicted, modified or varied by parol evidence.” King v. Bray, 867 So.2d 1224, 1226 (Fla. 5th DCA 2016).   While there is an exception if the document or agreement is ambiguous and needs parol evidence to assist in the document’s interpretation, if the document is clear, it will be ERROR to allow parol evidence to demonstrate the intent of the parties. Id.

Remember, if you enter into an agreement, there is a strong chance the agreement will be clear and parol evidence will NOT be allowed to demonstrate the parties’ intent or meaning of the document. This reinforces the importance of ensuring the agreement you enter is clear and reflects your intent.  Further, if a crafty party tries to introduce parol evidence to establish such intent, it is important to OBJECT to the introduction of the parol evidence to preserve this issue for appeal. King, 867 So.2d at 1226.

Please contact David Adelstein at dadelstein@gmail.com or (954) 361-4720 if you have questions or would like more information regarding this article. You can follow David Adelstein on Twitter @DavidAdelstein1.

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