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Getting to know the parol evidence rule

Perhaps the key three words to WVU’s legal dealings with former football coach Rich Rodriguez are as follows: parol evidence rule.

In order for the rule to be effective, the contract in question must be a fully integrated writing; it must, in the judgment of the court, be the final agreement between the parties (as opposed to a mere draft, for example). One way to ensure that the contract will be found fully integrated is through the inclusion of a merger clause, which recites that the contract is, in fact, the whole agreement between the parties.

 This is significant because it may render useless Rodriguez’s third letter of resignation publicized last week.

a) Mike Garrison stated that he did not believe in buyouts and that if I wanted to leave that “the buyout would be reduced to 2 million or eliminated altogether”. He knew I did not want to sign it with the large buyout but assured me that as soon as he took office he would address it. I told him the four million buyout was unfair and Garrison agreed but said the Board of Governors would not change it at the time due to publicity concerns (the University leaked the term sheet information to the press in violation of the Agreement. I was also misled when I was told when I originally agreed to sign the term sheet in December that the boosters who paid my salary “insisted” that I have the four million dollar buyout clause. I have found out that this was not true.)

In essence, Rodriguez claims WVU President Mike Garrison promised to reduce or eliminate the buyout and that that promise was used as leverage to get him to sign his contract. Rodriguez believes he should be free from the terms of the contract because he would have never signed it had he known the (alleged) promise would have gone unfulfilled.

WVU believes that piece of evidence will be inadmissible in the lawsuit is has levied against Rodriguez because of — all together now — the parol evidence rule.

It’s the basis for his challenge to the buyout clause, but Wakefield said WVU doesn’t believe Rodriguez’s letter would be admissible as evidence in the lawsuit due to the “parole evidence rule.” According to Wakefield, the rule reads, “evidence of oral negotiations or stipulations is inadmissible to contradict or vary the terms of a written contract.” 

Additionally, Rodriguez’s contract reads, “modification, amendment or addendum to this Agreement shall be effective only if made in writing and signed by both parties.”