See, Valley Mills Division of Merchants Co. v. Southeastern Hatcheries of Mississippi, Inc., 245 Miss. 71, 145 So.2d 698 (1962). In Byrd v. Rees, 251 Miss. 876, 171 So.2d 864 (1965), this Court set forth the same rule above but allowed extrinsic evidence to clear up an ambiguity and explain the language: "the plan of the operation heretofore in effect." There the Court stated:
Generally, parol evidence "is not admissible to add to, subtract from, vary or contradict written instruments." Byrd v. Rees, 171 So. 2d 864, 867 (Miss. 1965). However, "[t]he parol evidence rule has no application where the writing is incomplete, ambiguous or where the evidence is not offered to vary the terms of the written agreement."
Although the parol evidence rule is not a bar to evidence of a subsequent contract modification, see Dixie S. Indus. Coating, Inc. v. Miss. Power Co., 872 So. 2d 769, 772 (Miss.Ct.App. 2004), the rule is activated only upon the discovery of ambiguity in a contract and is thus inapplicable here. Smith v. Smith, 872 So. 2d 74, 78 (Miss.Ct.App. 2004) ("Parol evidence of the intention of the parties may be received to clear up an ambiguity by reason of which, such intention is not definitely expressed." (quoting Byrd v. Rees, 251 Miss. 876, 882, 171 So. 2d 864, 867 (1965))). Although Eastline also states that "[a]n oral modification may be made even where the contract provides that modification must be in writing," 524 So. 2d at 584, that statement was supported by authority holding that "a course of dealing [between the parties] which repeatedly disregards such stipulation" may amount to waiver.
Smith v. Smith, 872 So.2d 74, 78 (Miss.Ct.App. 2004) ("Parol evidence of the intention of the parties may be received to clear up an ambiguity by reason of which, such intention is not definitely expressed." (quoting Byrd v. Rees, 251 Miss. 876, 882, 171 So.2d 864, 867 (1965))). Although Eastline also states that "[a]n oral modification may be made even where the contract provides that modification must be in writing," 524 So.2d at 584, that statement was supported by authority holding that "a course of dealing [between the parties] which repeatedly disregards such stipulation" may amount to waiver.
He relies on the facts that Dr. Gutterman dealt with the insurance agent and that State Farm accepted the change in beneficiary form. Absent ambiguity, mistake or fraud, effect is to be given to contractual language. Byrd v. Rees, 171 So.2d 864, 867, 251 Miss. 876 (1965). Finding none of these flaws, we are bound by the terms of the contract.
However, though this is a "bedrock rule," it "is subject to many exceptions and is said to be very flexible." Id. (quoting Byrd v. Rees, 171 So.2d. 864, 867 (Miss. 1965)). One of these exceptions is fraud.
1969) (stating that "the parol evidence rule does not become applicable unless there is an integration of the agreement, that is, unless the parties have assented to a certain writing as a statement of the agreement between them").See Smith v. Smith, 872 So. 2d 74, 78 (Miss.Ct.App. 2004) ("`Parol evidence of the intention of the parties may be received to clear up an ambiguity by reason of which, such intention is not definitely expressed.'") (quoting Byrd v. Rees, 171 So. 2d 864, 867 (Miss. 1965)).See Brown v. Ohman, 42 So. 2d 209, 213 (Miss.
However, the court's interpretation must be consistent with recognized legal principles. Byrd v. Rees, 251 Miss. 876, 171 So.2d 864, 867 (1965). The crucial question here is whether or not the letter of February 26, 1979, constituted a binding contract.
It is well established that “parol extrinsic evidence is not admissible to add to, subtract from, vary or contradict written instruments, contractual in nature, and which are valid, complete, unambiguous and unaffected by accident, mistake or fraud.” Byrd v. Rees, 251 Miss. 876, 171 So.2d 864, 867 (Miss.1965). “Our concern is not nearly so much with what the parties may have intended, but with what they said, since the words employed are by far the best resource for ascertaining the intent and assigning meaning with fairness and accuracy.”
¶ 17. Although parol evidence which contradicts, varies, alters, adds to, or detracts from the written agreement is not admissible, this bedrock rule "is subject to many exceptions and is said to be very flexible." Turner, 799 So.2d at 32; Byrd v. Rees, 251 Miss. 876, 882, 171 So.2d 864, 867 (1965). "Parol evidence of the intention of the parties may be received to clear up an ambiguity by reason of which, such intention is not definitely expressed."