parol evidence rule

The parol evidence rule generally prevents parties from using earlier or side oral or written statements to change, contradict, or add to the terms of a final written contract. Courts may still consider such outside evidence for limited purposes, such as explaining ambiguity, showing fraud or mistake, or proving that a condition was required before the contract took effect.

How to Enforce a Smart Contract Under New York Law When the Code Conflicts With the Written Agreement

Blockchain Technology / Jack Gilbert

Under New York law, a smart contract is generally enforceable if it satisfies ordinary contract requirements—offer, acceptance, consideration, and mutual assent—even when performance is automated by code. Disputes arise when on-chain code executes one outcome while the parties’ written agreement states another. This article explains how New York courts are likely to analyze code-versus-text conflicts, […]

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What is parol evidence rule?

The parol evidence rule generally bars using prior or contemporaneous oral or written statements to contradict or change a final written contract. Courts apply it to protect the integrity of integrated agreements, with key exceptions like fraud, mistake, ambiguity, or later modifications. This article explains the rule, common exceptions, and how it affects contract interpretation