Full access allows:
- Solve all tests online without limits;
- Remove all advertisements on website;
- Adding questions to favorite list;
- Save learning progress;
- Save results of practice exams;
- Watching all wrong answered questions.
Builder, Inc., became insolvent and defaulted. Land, Inc., sued Boss individually for the breach, and at the trial Boss proffered evidence from the pre-contract negotiations that only Builder, Inc., was to be legally responsible for performing the contract.
/s/ Mary Boss, President
Vice President
By /s/ George Mason
BUILDER, INC.
President
LAND, INC. By /s/ Oscar Land
A written construction contract began with the following recital: «This Agreement, between Land, Inc. (hereafter called 'Owner'), and Builder, Inc., and Boss, its President (hereafter called 'Contractor'), witnesseth: «The signatures to the contract appeared in the following format:
There are no comments at the moment. If you found an error or think question is incorrect, tell everyone about it
Only signed in users can write comments
Signin
A is correct. The extrinsic evidence proffered in this instance is meant to clarify an ambiguous fact — whether or not Boss was intended individually to be a contracting party. Even if a court finds the agreement to be completely integrated, a court may allow this extrinsic evidence to resolve the ambiguity and aid in the interpretation of whether Boss signed the construction contract on her own behalf or as representative of Builder. This evidence is not being proffered to contradict or supplement the written agreement. As such, even if a court finds the written agreement is completely integrated, this proffered evidence is admissible because the writing is ambiguous as to whether or not Boss was individually intended to be a contracting party.
B is incorrect. As discussed above, the parol evidence rule bars any evidence contradicting or supplementing terms of a completely integrated agreement. However, there is an exception for evidence that clarifies ambiguous terms. As such, if the agreement were completely integrated, the evidence would be barred under the parol evidence rule regardless of whether there was a contradiction between the statement and the final writing.
C is incorrect. The evidence being proffered is not offered to alter the legal effect of the signature. Rather, it is offered to clarify an ambiguity: whether Boss signed the agreement in an individual capacity.
D is incorrect. The term «four corners» refers to the four corners of the written agreement. The «four corners» rule stipulates that if a written agreement, on its face, appears complete, no outside evidence may be used to challenge it. If there is evidence that exists outside of the four corners of the agreement, they are inadmissible if they contradict the terms of the written contract. Here, however, the proffered evidence is not evidence found outside of the «four corners» of the written agreement, nor is it contradicting any written term. As such, the «four corners» rule will not bar the introduction of extrinsic evidence to interpret an ambiguity in the writing.