eBusiness Weekly
Arthur Marara
The Parole Evidence (often spelt “parol evidence” in other circles) Rule is a legal principle that prohibits the introduction of oral or written evidence in court that contradicts the terms of a written agreement.
It applies to contracts, deeds, and other written instruments that are considered integrated agreements, meaning they contain all the terms agreed upon by the parties.
Under this rule, if a written contract exists and is intended to be the final expression of the parties’ agreement, any prior or contemporaneous oral or written statements that contradict, vary, or add to its terms are generally not admissible as evidence in court.
The purpose of the rule is to promote certainty and predictability in contractual relationships, and to prevent disputes over the interpretation of written agreements.
The rule was explained in Ellse v Johnson SC37/2016 where the Supreme Court of Zimbabwe held that, “Subject to the exceptions to the parole evidence rule, . . . , where an agreement, has been reduced to writing, whether as required by the law or at the instance of the parties, the only admissible evidence about the terms of the agreement is the written document.
No evidence of other agreements may be adduced to indicate that the agreement was different, or to explain precisely what the parties intended.”
The parole evidence rule is a fundamental principle in contract law that generally prohibits the introduction of extrinsic evidence to modify or contradict the terms of a written agreement.
However, like other rules of evidence, the parole evidence rule has certain exceptions that allow for the admission of oral or extrinsic evidence in certain circumstances.
It is important to note that the application of the parole evidence rule and its exceptions can have significant implications on the interpretation and enforcement of contractual agreements.
The rule provides certainty and predictability in contractual relationships by ensuring that parties can rely on the terms of a written agreement to guide their behaviour and expectations.
It also discourages fraud and misrepresentations in contractual negotiations, since parties are held to the terms of the final written agreement rather than their prior statements or promises.
In the case of, Union Government v Vianini Fero Concrete Pipes (Pvt) Ltd 1941 AD 43 the parole evidence rule was applied to exclude oral evidence.
At page 47 Watermayer JA said: “this court has accepted the rule that when a contract has been reduced to writing, the writing is, in general, regarded as the exclusive memorial of the transaction and in a suit between the parties no evidence to prove its terms may be given save the document or secondary evidence of its contents nor may the contents of such a document be contradicted, altered, added to or varied by parole evidence.”
Christie, Business Law in Zimbabwe at page 65 says: “it is equally obvious that it (parole evidence rule) contains seeds of injustice because it excludes evidence which might reveal the true agreement between the parties.
“To minimise this danger the application of the rule is subject to a number of limitations.” These are misrepresentation, fraud, illegality, duress and mistake. See Maparanyanga v the Sheriff ZLR 2003 (1) 325 (S).
“Whole Contract Clause” And The “Parole Evidence Rule.”
The question is often is asked is whether there is a difference between a “whole contract clause” and the “parole evidence rule.”
A whole contract clause, also known as an integration clause, is a provision in a contract that states that the document represents the entire agreement between the parties and supersedes all prior negotiations and understandings.
It is meant to prevent parties from relying on outside agreements or discussions that are not reflected in the written contract.
On the other hand, the parol evidence rule is a legal principle that limits the types of evidence that can be used to interpret or supplement a written contract.
The rule generally prohibits the introduction of any extrinsic evidence (such as oral statements, emails, or prior drafts) that contradicts, varies, or adds to the terms of a fully integrated written contract. The purpose of the rule is to promote certainty and finality in contractual relationships by ensuring that parties’ intentions are reflected in the written document.
So while both concepts relate to the interpretation and scope of a written contract, a whole contract clause is a specific provision that addresses the completeness of the agreement, whereas the parol evidence rule is a broader legal principle that governs the use of extrinsic evidence to interpret or supplement the terms of a written contract.
In next week’s instalment we shall look at the legal exceptions to the parole evidence rule. We have discussed in the past that to every general rule, there is an exception.
To be continued next week . . .
LEGAL DISCLAIMER: The material contained in this post is set out in good faith for general guidance in the spirit of raising legal awareness on topical interests that affect most people on a daily basis.
They are not meant to create an attorney-client relationship or constitute solicitation. No liability can be accepted for loss or expense incurred as a result of relying in particular circumstances on statements made in the post.
Laws and regulations are complex and liable to change, and readers should check the current position with the relevant authorities before making personal arrangements.
Arthur Marara is a corporate law attorney practicing law in Harare, Zimbabwe. He is also a notary public and conveyancer. He is also passionate about labour law, commercial law, family law and promoting legal awareness and access to justice. He writes in his personal capacity. You can follow him on social media (Facebook Attorney Arthur Marara), or WhatsApp him on +263780055152 or email [email protected]
