PJC Business

PJC 101.9

C ONTRACTS

[755,] 757–58 [(Tex. 2018)]. The parol evidence rule prohibits us from relying on such evidence to “create ambiguity in the contract’s text,” Com munity Health Systems Professional Services Corp. v. Hansen , 525 S.W.3d 671, 688 (Tex. 2017), to “augment, alter, or contradict the terms of an unambiguous contract,” URI , 543 S.W.3d at 757–58, to “show that the par ties probably meant, or could have meant, something other than what their agreement stated,” Anglo-Dutch Petroleum International, Inc. v. Greenberg Peden, P.C. , 352 S.W.3d 445, 451 (Tex. 2011), or to “make the language say what it unambiguously does not say,” [ First Bank v. ] Brumitt , 519 S.W.3d [95,] 110 [(Tex. 2017)]. But evidence of surrounding circumstances may “aid the understanding of an unambiguous contract’s language,” “inform the meaning” of the language actually used, and “provide context that elucidates the meaning of the words employed.” URI , 543 S.W.3d at 757–59. Piranha Partners v. Neuhoff , 596 S.W.3d 740, 749 (Tex. 2020). Parol evidence rule bars enforcement of prior or contemporaneous agreements inconsistent with written agreement. Despite its label, the parol evidence rule is not a rule of evidence but a rule of substantive law. West v. Quintanilla , 573 S.W.3d 237, 243 (Tex. 2019). When parties have entered into a valid, integrated written agreement, the parol evi dence rule precludes enforcement of any prior or contemporaneous agreement on the same subject matter and inconsistent with the written agreement. First Bank v. Bru mitt , 519 S.W.3d 95, 109–10 (Tex. 2017); Houston Exploration Co. , 352 S.W.3d at 469. It precludes enforcement of such an alleged agreement whether it is oral or writ ten. Quintanilla , 573 S.W.3d at 243; Hubacek v. Ennis State Bank , 317 S.W.2d 30, 31 (Tex. 1958). The parol evidence rule does not preclude enforcement of an agreement that is col lateral to and not inconsistent with, and does not vary or contradict the express or implied terms of, an integrated written agreement. See ERI Consulting Engineers, Inc. v. Swinnea , 318 S.W.3d 867, 875–76 (Tex. 2010); Sacks v. Haden , 266 S.W.3d 447, 451 (Tex. 2008); Hubacek , 317 S.W.2d at 31–32. A collateral agreement is one that is supported by separate consideration and that the parties “might naturally” make sepa rately under the circumstances. Quintanilla , 573 S.W.3d at 245; see Hubacek , 317 S.W.2d at 32 (quoting Restatement (First) of Contracts § 240 (1932)); see also Boy Scouts of America v. Responsive Terminal Systems , 790 S.W.2d 738, 745 (Tex. App.— Dallas 1990, writ denied) (“To be collateral, the oral agreement must be such as the parties might naturally make separately and would not ordinarily be expected to embody in the writing; further, the allegedly collateral agreement must not be so clearly connected with the principal transaction as to be part and parcel thereof.”).

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