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5. Other Things the Parol-Evidence Rule Does Not Bar The parol-evidence rule does not bar extrinsic evidence to:
interpret an ambiguous term, regardless of whether the agreement is fully integrated; determine whether the agreement is fully or partially integrated; determine whether there is a valid, enforceable contract in the first place, including whether there was an oral condition on the existence of a contract that does not appear in the writing (though the rule may bar extrinsic evidence of an oral condition on a party’s duty to perform); show the transaction’s true nature, for instance, if it appears the transaction is not what the parties labeled it to be; show a subsequent modification to the agreement; establish or disprove a defense to enforcement of the contract; prove fraud affecting the contract;
prove a mistake in the contract and seek reformation; or prove that the contract does not reflect the parties’ intent.
[ See U.C.C. § 2-202 (1951); Hessler v. Crystal Lake Chrysler-Plymouth, Inc. , 788 N.E.2d 405 (Ill. App. Ct. 2003); 2 Anderson U.C.C. §§ 2-202:116, 2-202:129, 2-202:133, 2-202:134, 2-202:135 (3d. ed.), Westlaw (database updated June 2021).] 6. Consistent Additional Terms Consistent additional terms are terms that do not appear in the writings but are reasonably harmonious with the integrated terms. Consistent additional terms oftentimes, but not necessarily, either (1) express a legal obligation that the UCC would recognize without an express agreement or (2) concern a matter sufficiently collateral to the agreement’s subject matter that the parties might reasonably have intended but forgotten to include it in the agreement. Put another way, consistent additional terms do not contradict any of the written terms. [U.C.C. § 2-202, cmt. 3 (1951); De La Morena v. Ingenieria E Maquinaria de Guadalupe, S.A. , 56 S.W.3d 652 (Tex. Ct. App. 2001); 2 Anderson U.C.C. § 2-202:23 (3d. ed.), Westlaw (database updated June 2021).] Example : On April 20, a buyer entered a written agreement with a seller to purchase a large printing press for $500,000. The agreement was silent as to which party would bear responsibility to disassemble the press, load it onto rail cars, and have it shipped to the buyer. The agreement was not fully integrated. Eventually, the seller paid $83,000 to have the press disassembled,
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