Verbal agreements and oral representations made during negotiations for an agreement, when later reduced to writing, are unenforceable! Under the law, when the agreement of the parties is later reduced to writing and verbal agreements and/or representations are not contained in the original written agreement, such omitted terms are NOT ENFORCEABLE! The Parol Evidence Rule, a rule of common law in most jurisdictions, excludes representations made prior to the written contract, and which terms were not included in the written agreement.
While other jurisdictions have construed the laws of Parole Evidence similarly, as a basic principle of law and equity, the Ohio Supreme Court has held: “The Parol Evidence Rule was developed centuries ago to protect the integrity of written contracts.” When two parties have made a contract, and have expressed it in a writing to which they have both agreed as the complete and accurate integration of that contact, evidence of prior understandings and negotiations will not be admitted for the purpose of varying or contradicting the writing.
A written agreement is conclusively presumed to represent the entire agreement of the parties. One exception exists where the entire agreement of the parties has not been reduced to writing. In such case, other terms that were agreed upon may be heard by the Court, provided they do not contradict any of the written terms. Another exception exists when fraud is alleged by either party. Where verbal agreements also disclose the existence of a mutual mistake, these may be sufficient to deny a valid written contract.
Prudent business practices require that contracts in writing be signed only after fully encompassing all of the terms discussed and agreed upon. By addressing all of the potential future possibilities, or “what ifs?”, one may eliminate claims that frequently arise in personal and business transactions. Stated simply, in the words of one English humorist: “Oral agreements aren’t worth the paper they’re not written on!”
"WHERE EXPERIENCE COUNTS, COUNT ON MY EXPERIENCE"
J. NORMAN STARK, ATTORNEY*
ARCHITECT EMERITUS (Ohio) A.I.A., N.C.A.R.B.
1109 Carnegie Avenue Cleveland, Ohio 44115
(216) 531-5310 x7100 Cel: (216) 310-7100
*Author: The Construction Claims Investigation Worklist®
J. Norman Stark
J. NORMAN STARK , Attorney-at-Law Architect EMERITUS (A.I.A., NCARB) REGISTERED LANDSCAPE ARCHITECT (OH) Circuit Civil Court Mediator (Cert. FL,, OH) 1109 Carnegie Avenue • Cleveland, Ohio 44115 U.S.A. • (216) 531—5310 x7100 • FAX (888) 833-5860 Email: www.Normstark@aol.com ABOUT J. NORMAN STARK. J. NORMAN STARK, is an Attorney-at-Law (OH Bar), Architect Emeritus, (AIA, NCARB) Registered Landscape Architect (OH), Interior Architectural Designer, and Senior Appraiser (ASA). He is a Mediator, Arbitrator and Litigator with more than 41 years of professional experience. A graduate of the Rhode Island School of Design (BFA), Kent State University School of Architecture (B. Architecture) and Cleveland-Marshall College of Law, Cleveland State University (Juris Doctor). Mr. Stark is the author of LEGAL ACTION© and CONSTRUCTION LAW BRIEF© and co-author of CONSTRUCTION CLAIMS INVESTIGATION WORKLIST©. He has also participated as a featured guest speaker-lecturer in many state, national and international conventions in legal, business and technical construction industry seminars. Mr. Stark is the co-author and Attorney-commentator of "On the Dotted Line - - - - -a Capsule Look at Law " ©, previously featured daily, on Radio Station WCLV-FM 95.5; with M.C.D. Stark, co-author, Producer and Director. A Corporate Member of the American Institute of Architects (AIA), Architects Society of Ohio (ASO), Professional Member of the Construction Specifications Institute (CSI), and Senior Member, American Society of Appraisers (ASA), Mr. Stark has been an active member of several business, industry and technical associations. With more than 40 years of professional architectural practice, he holds current professional registration as an Architect Emeritus in Ohio, and nationally with the National Council of Architectural Registration Boards (NCARB). Appointed by former Ohio Governor, now Senator, Hon. George V. Voinovich, Mr. Stark served as the Architect-Attorney Member of the Ohio Board of Building Standards from 1997 to 2001. ((more)) ABOUT J. NORMAN STARK, ATTORNEY AND REGISTERED ARCHITECT, (Cont’d.) Mr. Stark has served as Chair of AAA National Arbitration Panels, and as Arbitrator in Court-Appointed Arbitration, as well as a Mediator. He has been called upon to serve as an expert witness for the State of Ohio, and for counsel and business entities in facility planning, design, intellectual property, and construction-related matters. He has served as Counsel to Federal, State, and local governments, institutions, industries and professions, including architects, engineers, general contractors, subcontractors, and suppliers. He has also served as a Construction Manager on active construction projects, and has assisted in troubled project workouts, including appraisals and construction contract management. With a professional and personal interest in environmental law, Mr. Stark is also the inventor and holder of two U.S. Patents, one Canadian Patent and one in Mexico. He is the current holder of exclusive U.S. Trademark registration for METLCAP, a service and technology for the environmental treatment and remediation of the eight RCRA hazardous metals wastes. A Member of the American Bar Association (ABA), and Cleveland Metropolitan Bar Associations (“CMBA”), Mr. Stark has been an active Member of the National and Ohio Association for Justice (“OAJ”), formerly the Ohio Association of Trial Lawyers (OATL), and the ABA Forum on the Construction Industry. He is actively engaged in personal and business law matters, real estate, construction law, consulting, and management. He also provides consultation, litigation support and expert witness testimony in construction-related cases. His principal office is in Cleveland, Ohio. * * *