Gasbarre Products v. Smith – Pa. Superior Court – reported decision – February 7, 2022
This case discusses the parol evidence rule.
From the opinion:
In DeArmitt v. New York Life Ins. Co., 73 A.3d 578 (Pa. Super. 2013), this Court explained: Pennsylvania law defines the parol evidence rule as:
Where the parties, without any fraud or mistake, have deliberately put their engagements in writing, the law declares the writing to be not only the best, but the only, evidence of their agreement. All preliminary negotiations, conversations and verbal agreements are merged in and superseded by the subsequent written contract . . . and unless fraud, accident or mistake be averred, the writing constitutes the agreement between the parties, and its terms and agreements cannot be added to nor subtracted from by parol evidence.
Yocca v. Pittsburgh Steelers Sports, Inc., 578 Pa. 479, 497, 854 A.2d 425, 436 (2004) (quotingGianni v. R. Russel & Co., 281 Pa. 320, 323, 126 A. 791, 792 (1924)).
The parol evidence rule seeks to preserve the integrity of a written agreement by barring the contracting parties from trying to alter the meaning of their agreement through use of contemporaneous oral declarations. Lenzi v. Hahnemann University, 445 Pa. Super. 187, 664 A.2d 1375, 1379 (1995).
Id. at 589.
As reflected in the above-quoted excerpt from Yocca, the Pennsylvania Supreme Court has instructed that the terms and agreements reflected in a written contract cannot be added to or subtracted from, absent fraud, accident, or mistake. Yocca, 854 A.2d at 436. “Once a writing is determined to be the parties’ entire contract, the parol evidence rule applies and evidence of any previous oral or written negotiations or agreements involving the same subject matter as the contract is almost always inadmissible to explain or vary the terms of the contract.” Id. at 436-37 (citations omitted). More recently, however, the Court explained:
When parol evidence is admissible, “it must generally have a foundation in pre-existing evidence of fraud, accident or mistake,” except when it is introduced “not to contradict or vary, but to explain the contract, as when something is omitted . . . so as to qualify the tribunal passing upon the writing to interpret it truly according to the intent of the parties.”
Starling v. Lake Meade Property Owners Association, Inc., 162 A.3d 327, 341 (Pa. 2017) (quotingBaltimore & Phila. Steamboat Co. v. Brown, 54 Pa. 77, 81–82 (1867)).
Similarly, in Lenzi, the Pa. Superior Court held that “[t]he parol evidence rule does not preclude the admission of evidence to establish whether the parties intended the writing to be a complete embodiment of their agreement.” Lenzi, 664 A.2d at 1379 (citing Murray v. University of Pennsylvania Hospital, 490 A.2d 839 (Pa. Super. 1985)) (emphasis in original).
“[W]hether the writing constituted the entire agreement was a question of law for the court,” and, therefore, the trial court properly allowed testimony to determine whether the writing represented the entire contract. Id. at 1379. “The trial court did not accept the introduction of parol evidence to vary theterms of the [document], but allowed the testimony to aid in defining the intent of the parties with regard to termination of [Lenzi’s] employment.” Id. at 1379-80 (emphasis in original). “Therefore, the introduction of testimony as to intent was relevant to the ultimate issue as to whether the [document] was a fully integrated writing and did not constitute error.” Id. at 1380. See also Murray, 490 A.2d at 844 (“Parol evidence may always be considered by the court to determine whether the parties intended the writing to be a complete embodiment of their agreement.”).
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