Some Realism about the Admission of Parol Evidence in Sales Cases under the Convention on Contracts for the International Sale of Goods and the Uniform Commercial Code

Abstract

This article, a contribution to a book celebrating forty years of the United Nations Convention on Contracts for the International Sale of Goods (CISG), compares two seemingly opposite rules, one adopting the parol evidence rule (PER) and one disposing of it. Under the Uniform Commercial Code (UCC), which governs domestic United States sales of goods, the PER bars the admission of evidence of promises and representations that contradict a subsequent written contract intended to be complete. The CISG would admit such evidence because of the absence of a PER. The UCC and CISG’s rules are thus polar opposites. Still, the thesis of this article is that U.S. courts that must decide whether such evidence is admissible often can reach the same result under either rule. This is because an important goal of both CISG and the UCC is to enforce the parties’ intentions. The discussion here predicts that U.S. courts will focus on this policy, and when the evidence persuasively furthers the goal of enforcing intentions, the courts will admit the evidence, and when not they will discard it. And this process will occur regardless of whether the applicable law is CISG or the UCC.