304 . Oral or Written Contract T erms
[Contracts may be written or oral.]
[Contracts may be partly written and partly oral.]
Oral contracts are just as valid as written contracts.
New September 2003; Revised December 2013
Directions for Use
Give the bracketed alternative that is most applicable to the facts of the case.
If the written agreement is fully integrated, the second option may not be
appropriate. Parol evidence is inadmissible if the judge finds that the written
agreement is fully integrated. (Code Civ . Proc., § 1856(d).) The parol evidence rule
generally prohibits the introduction of extrinsic evidence - oral or written - to vary
or contradict the terms of an integrated written instrument. ( EP A Real Estate
Partnership v . Kang (1992) 12 Cal.App.4th 171, 175 [15 Cal.Rptr .2d 209]; see Civ .
Code, § 1625; Code Civ . Proc., § 1856(a).)
There are, however , exceptions to the parol evidence rule. (See, e.g., Riverisland
Cold Storage, Inc. v . Fresno-Madera Pr oduction Credit Assn. (2013) 55 Cal.4th
1 169, 1 174−1 175 [151 Cal.Rptr .3d 93, 291 P .3d 316] [fraud exception]; see also
Code Civ . Proc., § 1856.) If an exception has been found as a matter of law , the
second option may be given. If there are questions of fact regarding the applicability
of an exception, additional instructions on the exception will be necessary .
Sources and Authority
• Oral Contracts. Civil Code section 1622.
• Statute of Frauds. Civil Code section 1624.
• “This question posed by defendant [may a contract be partly written and partly
oral] must be answered in the af firmative in this sense: that a contract or
agreement in legal contemplation is neither written nor oral, but oral or written
evidence may be received to establish the terms of the contract or agreement
between the parties. . . . A so-called partly written and partly oral contract is in
legal ef fect a contract, the terms of which may be proven by both written and
oral evidence.” ( Lande v . Southern California Freight Lines (1948) 85
Cal.App.2d 416, 420-421 [193 P .2d 144].)
• “When the parties to a written contract have agreed to it as an ‘integration’ - a
complete and final embodiment of the terms of an agreement - parol evidence
cannot be used to add to or vary its terms . . . [However ,] ‘[w]hen only part of
the agreement is integrated, the same rule applies to that part, but parol evidence
may be used to prove elements of the agreement not reduced to writing.’ ”
( Masterson v . Sine (1968) 68 Cal.2d 222, 225 [65 Cal.Rptr . 545, 436 P .2d 561].)
Secondary Sources
1 W itkin, Summary of California Law (1 1th ed. 2017) Contracts § 117
W egner et al., California Practice Guide: Civil T rials & Evidence, Ch. 8E-G, Par ol
Evidence Rule , ¶ 8:3145 (The Rutter Group)
13 California Forms of Pleading and Practice, Ch. 140, Contracts , § 140.83
(Matthew Bender)
27 California Legal Forms Transaction Guide, Ch. 75, Formation of Contracts and
Standar d Contractual Pr ovisions , § 75.12 (Matthew Bender)
1 Matthew Bender Practice Guide: California Contract Litigation, Ch. 13, Attacking
or Defending Existence of Contract - Absence of Essential Element , 13.03-13.17
CONTRACTS CACI No. 304
Page last reviewed May 2024
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