Dear Mat

Without wishing to be pedantic, do we think that the parole evidence
rule could in reality be relied on to keep an oral agreement out if
this was a traditional contract? I'm far from sure one could.

Kind regards

Ger

On 3/4/19, Harrington Matthew P. <matthew.p.harrington@umontreal.ca> wrote:
> Dear Colleagues:
>
> A student posed an interesting question today:
>
> Assume shareholders passed a resolution, (to reallocate shares or change
> share classes).  Assume that the board then did something else on the
> grounds that this other thing was discussed but not included in the actual
> resolution.  I.e., this is what we really meant...
>
> Can the shareholders rely on the parol evidence rule to keep out evidence of
> these other discussions and enforce the resolution as written?
>
> In short, would the parol evidence rule apply to a shareholder resolution or
> does it apply only to traditional contracts?
>
> I want to say yes but don’t have any case for saying so.
>
> Am I right?
>
> Any thoughts greatly appreciated.
>
> Thanks
> Matt
>
> ---------------------------------
> Matthew P Harrington
> Professeur
> Faculté de droit
> Université de Montréal
> www.commonlaw.umontreal.ca
> ----------------------------------
>
>