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NeCede's

Maxim 6.3.32

Words spoken vanish, words written remain. A written contract cannot be varied by parol proof.

Source: Broom, Max. 3d Lond. ed. 594; Weisman, 24d

Explanation

(English-origin maxim.) Written instruments supersede oral agreements — a contract reduced to writing cannot be contradicted or varied by prior or contemporaneous oral statements. This is the foundation of the parol evidence rule.

Where this applies

  • A party tries to prove the written contract really meant something different, based on a prior conversation.
  • After signing a written agreement, one side claims an oral side-deal changes its terms.

Cite this maxim

NeCede Max. 6.3.32 — Words spoken vanish, words written remain. A written contract cannot be varied by parol proof. — Broom, Max. 3d Lond. ed. 594; Weisman, 24d

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