198 Parole evidence rule

roof parapet

Roof

steel handrail
aluminium
Level 2 flashing

concrete
upstand

rainscreen
Level 1
cladding system
concrete roof
slab
internal wall
lining

Level 0
ballast

Section Detail

➤ Figure P1. Parapet

it was held that an employer is obliged to pay a contractor for any

requested work in excess of the contractor’s estimate on a Quantum
meruit basis.
Parole evidence rule The rule that, if a contract has been reduced into
writing and is meant in itself to constitute an entire agreement, oral
evidence is not allowed to be given of what passed between the parties,
either before the written instrument was made or during the time that
it was in a state of preparation, so as to add to or subtract from, or in
any manner to vary or qualify, the written contract. Thus, evidence of
negotiations leading up to the making of a contract cannot be relied
on to interpret the contract: such evidence is unhelpful, because where
negotiations are difficult, the parties’ positions are changing and until
the final agreement, though converging, still different, it is only the
final document which records a consensus, construction of different
expressions in previous documents is a doubtful process and does
not help on the construction of the contractual words, and something
may be lost by looking back to the use of the same expressions since
the relevant surrounding circumstances may be different when there
was no consensus of the parties: see Prenn v Simmonds [1971] 1 WLR
1381, per Lord Wilberforce at 1384H–1385A. The rule only excludes
extrinsic evidence for the purpose of drawing inferences about what the
written contract means, but not for other purposes, such as resolving
an ambiguity or determining the factual matrix or whether or not there
has been a mistake or misrepresentation. ■ See Misrepresentation,
Negotiations and Rectification