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successors in interest, no evidence of the terms of the
agreement, other than the contents of the writing,
except where a mistake or imperfection of the writing
is put in issue by the pleadings or where the validity
of the agreement is the fact in dispute. However this
section does not exclude other evidence of the
circumstances under which the agreement was made, or to
which it relates, as defined in ORS 42.220,[10] or to
explain an ambiguity, intrinsic or extrinsic, or to
establish illegality or fraud. The term “agreement”
includes deeds and wills as well as contracts between
parties.
The Supreme Court of Oregon has not applied a literal
reading of Or. Rev. Stat. sec. 41.740. See Hatley v. Stafford,
588 P.2d 603, 605 n.1 (Or. 1978). Instead, it has treated the
statute as a codification of the common-law parol evidence rule.
See Abercrombie v. Hayden Corp., 883 P.2d 845, 849 (Or. 1994).
In Abercrombie, the Supreme Court of Oregon described the Oregon
common-law parol evidence rule as follows:
The parol evidence rule, in brief, provides that a
binding, completely integrated, written agreement
supersedes or discharges all agreements, written or
oral, that were made before the completely integrated
agreement, to the extent that the prior agreements are
within the scope of the completely integrated
agreement. Restatement (Second) of Contracts � 213(2)
(1979). The rule also provides that a binding,
partially integrated, written agreement supersedes or
discharges all agreements, written or oral, that were
made before the partially integrated agreement, to the
extent that the prior agreements are inconsistent with
10Or. Rev. Stat. sec. 42.220 (1999) provides:
In construing an instrument, the circumstances
under which it was made, including the situation of the
subject and of the parties, may be shown so that the
judge is placed in the position of those whose language
the judge is interpreting.
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