A sale of an antique car includes a loan-approval condition discussed orally but not written. The contract is totally integrated. Will the court admit evidence of the oral loan condition?

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Multiple Choice

A sale of an antique car includes a loan-approval condition discussed orally but not written. The contract is totally integrated. Will the court admit evidence of the oral loan condition?

Explanation:
The key idea is that the parol evidence rule allows outside evidence to prove a condition precedent to performance, even when the contract is fully integrated. A totally integrated writing stops you from adding or varying terms that are inside the contract, but it does not bar evidence of separate, collateral agreements that determine whether performance is due at all. Here, the sale hinges on an oral loan-approval condition. That condition is a separate agreement that affects whether the buyer’s obligation to perform arises. If the loan is approved, the buyer must proceed; if not, there is no duty to perform. Because this is a collateral agreement that does not contradict the written contract, the oral condition can be admitted to show that the buyer’s obligation is conditioned on financing. A later writing isn’t required to prove this; the subsequent recording would be superfluous to establish the condition precedent. Thus the best answer is that the court should admit the oral loan condition as proof of a condition precedent to the buyer’s obligation. The other options fail because they rely on requiring a written recording, overstate the breadth of parol evidence in the presence of an integrated contract, or require mutuality for a condition to be admissible.

The key idea is that the parol evidence rule allows outside evidence to prove a condition precedent to performance, even when the contract is fully integrated. A totally integrated writing stops you from adding or varying terms that are inside the contract, but it does not bar evidence of separate, collateral agreements that determine whether performance is due at all.

Here, the sale hinges on an oral loan-approval condition. That condition is a separate agreement that affects whether the buyer’s obligation to perform arises. If the loan is approved, the buyer must proceed; if not, there is no duty to perform. Because this is a collateral agreement that does not contradict the written contract, the oral condition can be admitted to show that the buyer’s obligation is conditioned on financing. A later writing isn’t required to prove this; the subsequent recording would be superfluous to establish the condition precedent.

Thus the best answer is that the court should admit the oral loan condition as proof of a condition precedent to the buyer’s obligation. The other options fail because they rely on requiring a written recording, overstate the breadth of parol evidence in the presence of an integrated contract, or require mutuality for a condition to be admissible.

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