A contractor and an owner execute a written construction contract that both parties intend as the complete and final expression of their agreement. During litigation over a disputed clause, the contractor offers testimony about a prior oral agreement that directly contradicts the written clause. Under the parol evidence rule, which statement best describes the admissibility of this testimony?
The testimony is inadmissible for any purpose once the court finds the writing to be a fully integrated agreement.
The testimony is admissible only if it supplements the writing with consistent additional terms and does not contradict any written provision.
The testimony is admissible because parol evidence may always be used to clarify the parties' true intent, even if it contradicts the writing.
The testimony is inadmissible to contradict the written clause, but parol evidence could be admitted to explain an ambiguity or to prove fraud or another defense.
When a writing is fully integrated, the parol evidence rule bars any prior or contemporaneous evidence that contradicts its terms. Extrinsic evidence may still be admitted to explain ambiguous language, show fraud, duress, or other defenses, or to prove the existence of a separate collateral agreement, but it cannot be used simply to negate or vary the written terms themselves. Therefore, evidence of a prior oral agreement that contradicts an unambiguous clause in a fully integrated contract is inadmissible, though extrinsic evidence could be allowed for non-contradictory purposes such as clarifying an ambiguity or establishing a defense.
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