Dear Colleagues:

For those who were interested in the question I posed earlier this week about whether the parol evidence rule applies to corporate bylaws and resolutions, I think we found an answer (at least in America):

The Delaware Chancery has stated that corporate charters, bylaws and resolutions are to be treated as contracts between shareholders, and thus are to be interpreted in the normal manner of contracts. Harrah’s Entertainment v JCC Holdings, 802 A.2d 294 (Del Ch 2002). Applying this principle, we found that many courts do, in fact, use the parol evidence rule to determine the ability to use extrinsic evidence in the interpretation of shareholder resolutions and bylaws. Interestingly, we’ve also found that the parol evidence rule remains in all its force and rigour in a number of jurisdictions when applied to this question.

Best of all, I`m pleased to note that the student who posed this query did the research to answer his own question.

Kind regards.

Matt

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Matthew P Harrington
Professeur
Faculté de droit
Université de Montréal
www.commonlaw.umontreal.ca
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