A construction contractor and a property owner finalize and sign a written agreement for a commercial building project. The contract specifies that the owner will pay the contractor $1,000,000 upon completion of the work and includes an integration clause stating that the written agreement constitutes the full and final expression of the parties' agreement. Later, the contractor claims that, before signing, the owner verbally promised to approve additional payments for design changes deemed necessary by the contractor. The owner denies making such a promise and refuses to pay for the design changes. Can the contractor introduce evidence of the alleged verbal promise to modify the payment terms?
No, because the contractor must prove that the owner acted in bad faith during negotiations.
Yes, because design modifications were not addressed in the written contract.
Yes, because the verbal promise relates to a term missing from the written contract.
No, because the written contract is considered integrated and the parol evidence rule prevents admission of prior verbal agreements that conflict with the written terms.
According to the parol evidence rule, when the parties adopt a written agreement as the final and complete expression of their agreement (as indicated by the integration clause here), prior or contemporaneous oral agreements that contradict or add to the written terms are excluded. The contractor's claim about a prior verbal promise directly conflicts with the written contract's terms and the integration clause, so the evidence cannot be admitted. Incorrect answers implying the promise is enforceable fail to recognize how the integration clause limits additional agreements. Answers relying on exceptions, like bad faith, misapply principles unrelated to the integration clause's binding effect.
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