Question 1

What is the parol evidence rule in Florida?

Accepted Answer

The parol evidence rule prevents parties from introducing evidence of prior or contemporaneous oral agreements to contradict, vary, or add to the terms of a fully integrated written contract. In Florida: a written contract that is complete on its face is presumed to contain the entire agreement of the parties, and parol (oral) evidence of prior or contemporaneous agreements cannot be used to: change the written terms, add terms not in the writing, or contradict the written terms. The rule applies to: contracts for the sale of real property, commercial contracts, and any other written agreement intended to be the final expression of the parties’ agreement.

Question 2

What are the exceptions to the parol evidence rule in Florida?

Accepted Answer

Exceptions: ambiguity (if the contract is ambiguous, parol evidence is admissible to explain the meaning of the ambiguous terms), fraud (parol evidence is admissible to prove that the contract was procured by fraud), mistake (parol evidence is admissible to prove that the written contract does not reflect the parties’ actual agreement due to a mutual mistake), condition precedent (parol evidence is admissible to prove that the contract was subject to a condition that was not included in the writing), and subsequent modification (oral agreements made AFTER the written contract was executed are not barred by the parol evidence rule).

Question 3

How does a merger clause affect the parol evidence rule in Florida?

Accepted Answer

Merger clause: a merger clause (also called an integration clause) is a contract provision stating that the written contract constitutes the entire agreement of the parties and supersedes all prior agreements. In Florida: a merger clause strengthens the parol evidence rule by: confirming that the written contract is fully integrated (the complete expression of the parties’ agreement), making it more difficult to introduce parol evidence (the party seeking to introduce parol evidence must overcome the presumption created by the merger clause), and requiring clear and convincing evidence to prove fraud or mistake (a higher burden than the preponderance standard).

Parol Evidence Rule Contract Interpretation: in Florida

Parol Evidence Rule in Florida Contracts

General Rule

Exceptions

Merger Clauses

Related Terms

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