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Editing Contracts/Parol evidence rule
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* To resolve ambiguity using the ''[[contra proferentem]]'' rule. | * To resolve ambiguity using the ''[[contra proferentem]]'' rule. | ||
* To show, particularly in [[California]], that (1) in light of all the circumstances surrounding the making of the contract, the contract is actually ambiguous (regardless of whether the contract's meaning appears unambiguous at first glance), (2) thus necessitating the use of <span style="background:yellow">extrinsic evidence</span> to determine its ''actual'' meaning.<ref>''[https://scholar.google.com/scholar_case?case=3574754840919265063 Pacific Gas & Elec. Co. v. G. W. Thomas Drayage Co.]'', 69 Cal. 2d 33, 39, 69 Cal. Rptr. 561, 442 P.2d 641 (1968). ''Pacific Gas & Electric'' is one of [[Roger Traynor]]'s most famous (and controversial) opinions, which has been criticized by a number of prominent jurists, including Judge [[Alex Kozinski]] of the U.S. Court of Appeals for the Ninth Circuit. See ''Trident Center v. Connecticut Gen. Life Ins. Co.'', 847 F.2d 564 (9th Cir. 1988) and Jeffrey W. Stempel, ''Stempel on Insurance Contracts'', 3rd ed., § 4.02, 4-9, n.16 (2006).</ref> | * To show, particularly in [[California]], that (1) in light of all the circumstances surrounding the making of the contract, the contract is actually ambiguous (regardless of whether the contract's meaning appears unambiguous at first glance), (2) thus necessitating the use of <span style="background:yellow">extrinsic evidence</span> to determine its ''actual'' meaning.<ref>''[https://scholar.google.com/scholar_case?case=3574754840919265063 Pacific Gas & Elec. Co. v. G. W. Thomas Drayage Co.]'', 69 Cal. 2d 33, 39, 69 Cal. Rptr. 561, 442 P.2d 641 (1968). ''Pacific Gas & Electric'' is one of [[Roger Traynor]]'s most famous (and controversial) opinions, which has been criticized by a number of prominent jurists, including Judge [[Alex Kozinski]] of the U.S. Court of Appeals for the Ninth Circuit. See ''Trident Center v. Connecticut Gen. Life Ins. Co.'', 847 F.2d 564 (9th Cir. 1988) and Jeffrey W. Stempel, ''Stempel on Insurance Contracts'', 3rd ed., § 4.02, 4-9, n.16 (2006).</ref> | ||
* | * To disprove the validity of the contract. | ||
* To show that an unambiguous term in the contract is in fact a mistaken transcription of a prior valid agreement. Such a claim must be established by [[clear and convincing evidence]], and not merely by the [[preponderance of the evidence]]. | * To show that an unambiguous term in the contract is in fact a mistaken transcription of a prior valid agreement. Such a claim must be established by [[clear and convincing evidence]], and not merely by the [[preponderance of the evidence]]. | ||
* To correct [[Error|mistakes]]. | * To correct [[Error|mistakes]]. | ||
* | * To show wrongful conduct such as [[misrepresentation]], [[fraud]], [[duress]], unconscionability (276 N.E.2d 144, 147), or illegal purpose on the part of one or both parties.<ref name=Wollner1999/> | ||
* To show that [[consideration]] has not actually been paid. For example, if the contract states that A has paid B $1,000 in exchange for a painting, B can introduce evidence that A had never actually conveyed the $1,000. | * To show that [[consideration]] has not actually been paid. For example, if the contract states that A has paid B $1,000 in exchange for a painting, B can introduce evidence that A had never actually conveyed the $1,000. | ||
* To identify the parties, especially if the parties have changed names. | * To identify the parties, especially if the parties have changed names. |