What is Extrinsic Evidence?
Extrinsic evidence refers to any information relevant to a contract that is not contained within the document itself. This type of evidence originates from outside sources and includes details about the circumstances under which the contract was negotiated. It is often used in legal settings to interpret, explain, or clarify the terms of a contract when the language within the document is ambiguous or incomplete. Extrinsic evidence can play a crucial role in understanding the intentions of the parties involved in the contract.
Examples and Case Studies
Real-Life Example
Consider a situation where two businesses enter into a contract for the sale of goods. The contract specifies the delivery date but does not include detailed terms about the delivery process. If a dispute arises regarding the delivery, emails exchanged between the parties during the negotiation can be used as extrinsic evidence to clarify the intended delivery process. These emails provide context and help interpret the contract terms.
Case Study: Johnson v. Acme Corp.
In the case of Johnson v. Acme Corp., Johnson entered into a contract with Acme Corp. for the supply of custom machinery. The contract included a clause about delivery times but was ambiguous about the penalties for late delivery. During litigation over late deliveries, the court admitted extrinsic evidence, including negotiation emails and meeting notes, to determine the parties' intentions regarding penalties. This extrinsic evidence clarified the ambiguity, leading the court to rule in favor of Johnson.
Case Study: Baker v. Greenfield Inc.
In Baker v. Greenfield Inc., Baker signed a lease agreement with Greenfield Inc. that mentioned "reasonable use" of shared facilities. When a dispute arose over what constituted "reasonable use," Baker presented extrinsic evidence, such as prior verbal agreements and witness testimonies, to explain the term. The court accepted this evidence to interpret the ambiguous contract language, ultimately siding with Baker's interpretation.
Legal Requirements
| Requirement | Description |
|---|---|
| Relevance | The extrinsic evidence must be relevant to the contract and the issues in dispute. |
| Ambiguity or Incompleteness | Extrinsic evidence is typically used when the contract language is ambiguous or incomplete. |
| Source | Extrinsic evidence can come from various sources such as emails, verbal agreements, or witness testimonies. |
| Intention of Parties | The primary goal of extrinsic evidence is to ascertain the true intentions of the parties involved in the contract. |
Common Issues and Disputes
Common issues in cases involving extrinsic evidence often include:
- Determining the admissibility of extrinsic evidence in court.
- Assessing the relevance and reliability of the extrinsic evidence presented.
- Interpreting ambiguous contract terms based on the extrinsic evidence.
- Resolving conflicts between the written contract and the extrinsic evidence.
Further Reading
For more detailed information, see our related Evidence terms:
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