Pacific Gas and Trident : LUSENET : Lessig's Contracts : One Thread

I am a bit confused about a small point between these two cases. In Pacific Gas, the court writes, "Although extrinsic evidence is not admissible to add to, detract from, or vary the terms of a written contract, these terms must first be determined before it can be decided whether or not extrinsic evidence is being offered for a prohibited purpose." I read that to mean that the traditional rule against reinterpreting a contract in light of parole evidence that added to, detracted from or varied from the contract was still binding. The Pacific Gas slant on it was that the evidence would at least be entitled to a court review to see if it fell into these prohibited categories. Then I get to Trident, which says that under Pacific Gas, California no longer follows the traditional rule of barring parole evidence for these prohibited categories, and I find myself a bit confused. Any guidance?

Also, on a more general point, I am generally in favor a more liberal parole evidence rule when one party is inexperienced. This is an approach we discussed in class. But in both Pacific Gas and Trident, the court went out of its way to show that the parties were repeat experienced negoiators. I am not sure what protection is left for the party that abides by the written terms. This isn't the case of the little old lady stuck with an unsightly ice house that she thought was going to be removed. These are huge corporate players; it seems silly to think that they would have misunderstood each other on such important terms. Exactly what does a written contract mean in California after these two decisions? What expectation can a business have after leaving the negotiating table?

As an aside, anyone who left civ. pro. the other day wondering whether state-to-state rivalry was outdated (Andrea!)take a look at Wilson Arlington!

Hope you all had a nice weekend, and let me know if you can help me out with these points at all.


-- Anonymous, November 15, 1998


Similarly I guess (sorry no answer), what weight does an intrgration clause hold in CA? i.e. Can the parties in the contract contract around the CA rule by saying something of the sort, "We the signers of this contract agree that this document is complete and if a problem arises, we agree that the judges should not bring in any parol evidence, prior or subsequent, in determining the intent of the parties, but should rather merely look at the written word containeed in this document." Clear enough to surpass the CA ambiguity test? Would the courts even care if this were written?

-- Anonymous, November 16, 1998

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