Parol Evidence Rules and the Mechanics of Choice
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Gregory Klass
Abstract
Scholars have to date paid relatively little attention to the rules for deciding when a writing is integrated. These integration rules, however, are as dark and full of subtle difficulties as are other parts of parol evidence rules. As a way of thinking about Hanoch Dagan and Michael Heller’s The Choice Theory of Contracts, this Article suggests we would do better with tailored integration rules for two transaction types. In negotiated contracts between firms, courts should apply a hard express integration rule, requiring firms to say when they intend a writing to be integrated. In consumer contracts, standard terms should automatically be integrated against consumer-side communications, and never integrated against a business’s communications. The argument for each rule rests on the ways parties make and express contractual choices in these types of transactions. Whereas Dagan and Heller emphasize the different values at stake in different spheres of contracting, differences among parties’ capacities for choice — or the “mechanics of choice” — are at least as important.
© 2019 by Theoretical Inquiries in Law
Articles in the same Issue
- Frontmatter
- Introduction
- Contract as Promise: Lessons Learned
- Contract Law and the Liberalism of Fear
- Contract Law in a Just Society
- Voluntary Obligation and Contract
- Parol Evidence Rules and the Mechanics of Choice
- On the Optimal Number of Contract Types
- Money Talks: Institutional Investors and Voice in Contract
- Unity and Multiplicity in Contract Law: From General Principles to Transaction-Types
- Plural Values in Contract Law: Theory and Implementation
- Freedom, Choice, and Contracts
Articles in the same Issue
- Frontmatter
- Introduction
- Contract as Promise: Lessons Learned
- Contract Law and the Liberalism of Fear
- Contract Law in a Just Society
- Voluntary Obligation and Contract
- Parol Evidence Rules and the Mechanics of Choice
- On the Optimal Number of Contract Types
- Money Talks: Institutional Investors and Voice in Contract
- Unity and Multiplicity in Contract Law: From General Principles to Transaction-Types
- Plural Values in Contract Law: Theory and Implementation
- Freedom, Choice, and Contracts
