News & Noteworthy

Authored - NJ Contract Law Update - A Strong Vote For the Parol Evidence Rule
JANUARY 14, 2013 | Windels Marx - Commercial Litigation

In Vigneri v. Point Pleasant Bd. Of Ed., 2012 WL 6061680 (N.J.App.Div. Dec. 7, 2012), the Court vigorously applied the parol evidence rule. The plaintiff had attempted to vary the terms of her written employment agreements, each specifying a salary, by importing "discussions that she alleges that she had with the superintendent of schools" that would have envisioned a higher salary. The Opinion makes clear that these were "contract negotiations" "leading up to the formation of the contract", as opposed to alleged subsequent agreements.1

The plaintiff argued "that the judged erred by refusing to consider parol evidence regarding her contract negotiations and salary calculations". The appellate court did not agree; explaining that the parol evidence rule allows evidence to explain the background and context of a matter, and to thereby assist in construction, but never "to change the contract's unambiguous terms". "When the contract terms are unambiguous, extrinsic evidence must not be considered."

Because New Jersey's courts often strain to go beyond the text of a contract2, it is refreshing to see a straightforward application of the parol evidence rule.

Contact & Legal Disclaimer

Clark Alpert is the author of Guide to New Jersey Contract Law, published by the New Jersey Institute for Continuing Legal Education, originally published in 2007 and updated in November 2011. His updates on New Jersey contract law are based in recent issues and practical methods for addressing similar situations in your practice or business. They are not intended to serve as legal advice. Clark welcomes your questions and comments.

1 As to the latter possibility, see (for example) my August 23, 2012 Article, "The Written Contract Is As Clear As Day -- And It Was Reaffirmed In Writing--But It Can't Be Enforced".

2 See, e.g., my August 13, 2012 Article, "Ambiguity is in the Eye of the Beholder".

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