California Civil Jury Instruction CACI 304 Oral or Written Contract Terms

[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. (EPA 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 Production Credit Assn. (2013) 55 Cal.4th 1169, 1174-1175 [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 affirmative 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 inlegal effect 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].) 94

Secondary Sources

1 Witkin, Summary of California Law (11th ed. 2017) Contracts § 117

Wegner et al., California Practice Guide: Civil Trials & Evidence, Ch. 8E-G, Parol Evidence Rule, fl 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 Standard Contractual Provisions, § 75.12 (Matthew Bender)

1 Matthew Bender Practice Guide: California Contract Litigation, Ch. 13, Attacking or Defending Existence of Contract-—aAbsence of Essential Element, 13.03-13.17


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