Multistate Bar Examination Practice Question
TechSolutions Inc. and Innovatech LLC negotiated a written contract for the development of a software application. Before the parties signed the writing, Innovatech orally promised to assign two extra developers at no additional cost if the project began to fall behind schedule.
The final written contract is detailed, covers scope, deadlines, and payment, and contains an integration (merger) clause that states, "This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings."
When the project slips, TechSolutions sues to enforce Innovatech's oral promise. Innovatech objects, invoking the parol-evidence rule. Under that rule, how should a court treat evidence of the oral promise?
Admit the oral promise, because parol evidence may always be used to interpret a contract's meaning.
Exclude the oral promise, because the parol-evidence rule bars prior oral agreements that add terms to a completely integrated writing.
Admit the oral promise, because a merger clause does not affect admissibility.
Exclude the oral promise only if it lacks separate consideration.