What was said before signing usually cannot change what the signed document says. Usually.
Esshaki Legal Media TeamCurrent as of May 2025
The parol evidence rule keeps prior or contemporaneous agreements from
contradicting a written contract the parties intended as their final expression.
It is a rule of substantive contract law, not of evidence, despite the name.
Integration is the threshold question. A contract that is completely
integrated — the whole deal, finally expressed — admits no evidence of prior
terms at all. A partially integrated one admits consistent additional terms but
still bars contradiction. An integration clause is strong evidence of complete
integration and is why those clauses appear at the end of nearly every commercial
agreement.
What the rule does not bar. Evidence offered to show fraud in the
inducement, duress, mistake, illegality, or lack of consideration. Evidence of a
condition precedent to the contract taking effect at all. Evidence of a
subsequent modification, which by definition is not prior. And evidence offered
to explain an ambiguous term rather than to contradict a clear one.
The fraud exception is where the fighting is. Jurisdictions differ on
whether an integration clause, or a specific disclaimer of reliance on
representations outside the document, defeats a fraudulent-inducement claim.
Some enforce a specific non-reliance clause and some do not.
The drafting lesson. If a promise matters, it belongs in the document. A
party who signs an agreement stating that no other promises were made will find
that statement quoted back.