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unambiguous and have a definite meaning. * * * [Mich.
Chandelier Co. v. Morse, 297 N.W. 64, 67 (Mich. 1941).]
That court has further explained that the question of whether a
document is ambiguous presents a question of law, Port Huron
Educ. Association, MEA/NEA v. Port Huron Area Sch. Dist., 550
N.W.2d 228, 237 (Mich. 1996), and has defined an instrument as
ambiguous where “its words may reasonably be understood in
different ways”, Raska v. Farm Bureau Mut. Ins. Co., 314 N.W.2d
440, 441 (Mich. 1982).
Michigan courts have also cataloged recognized exceptions to
the parol evidence rule that may operate notwithstanding a
facially unambiguous document, as follows:
“For example, the rule does not preclude admission of
extrinsic evidence showing: that the writing was a
sham, not intended to create legal relations; that the
contract has no efficacy or effect because of fraud,
illegality, or mistake; that the parties did not
‘integrate’ their agreement, or assent to it as the
final embodiment of their understanding; or that the
agreement was only ‘partially integrated’ because
essential elements were not reduced to writing.” [NAG
Enters., Inc. v. All State Indus., Inc., 285 N.W.2d
770, 771-772 (Mich. 1979) (quoting Goodwin, Inc. v.
Orson E. Coe Pontiac, Inc., 220 N.W.2d 664, 668 (Mich.
1974)); internal citations omitted.]
Consequently, for instance, the Michigan courts generally treat
the issue of whether a writing is a complete and integrated
agreement as a threshold inquiry to which parol evidence may be
directed prior to any application of the rule. Id. at 771.
However, an explicit merger or integration clause in the
agreement will typically render this exception unavailable.
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