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Court, see, e.g., Woods v. Commissioner, supra, the Texas courts,
see, e.g., Wiseman v. Priboth, 310 S.W.2d 600 (Tex. Civ. App.
1958), or the rule in Danielson; cf. State Pipe & Nipple Corp. v.
Commissioner, supra (“The testimony * * * to the extent it was
directed at showing mutual mistake, was thus admissible under any
standard of proof.”). Thus, consideration of the Noncompete
Agreement, or other evidence extrinsic to the Purchase Agreement,
is not precluded by the Danielson rule because of mutual mistake.
In addition, under the parol evidence rule as applied by
Texas courts, the Noncompete Agreement would be an admissible
“subsequent agreement”. The Supreme Court of Texas has described
the parol evidence rule in this way:
The parol evidence rule is not a rule of evidence
at all, but a rule of substantive law.
When parties have concluded a valid integrated
agreement with respect to a particular subject matter,
the rule precludes the enforcement of inconsistent
prior or contemporaneous agreements.
On the other hand, the rule does not preclude
enforcement of prior or contemporaneous agreements
which are collateral to an integrated agreement and
which are not inconsistent with and do not vary or
contradict the express or implied terms or obligations
thereof. [Hubacek v. Ennis State Bank, 317 S.W.2d 30,
31 (Tex. 1958); citations omitted; emphasis added.]
As construed by Texas courts, the parol evidence rule does not
apply to subsequent agreements. See Lakeway Co. v. Leon Howard,
Inc., 585 S.W.2d 660 (Tex. 1979); Garcia v. Karam, 276 S.W.2d 255
(Tex. 1955). The Noncompete Agreement was not entered prior to
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