1953)] that a party may not raise an objection to evidence on the grounds that it is violative of the Parol Evidence Rule for the first time on appeal." Estate of Parker v. Dorchak, 673 So. 2d 1379, 1384 (Miss. 1996). Although the court did not cite Kelso or Edrington, it noted that "the Parol Evidence Rule is a rule of substantive law"; for that reason, the court held that "a party should not lose the right to claim the benefit of said law merely because he failed to make a contemporaneous objection at the time the evidence was offered."

Furthermore, our law is clear on a relevant aspect of contract interpretation: special provisions inserted in a contract govern over boilerplate provisions. Estate of Parker v. Dorchak, 673 So.2d 1379, 1382 (Miss. 1996) (citing Nicholas Acoustics Specialty Co. v. H M Constr.Co., 695 F.2d 839 (5th Cir. 1983)); Forbes v. Columbia Pulp Paper Co., 275 So.2d 92, 95 (Miss. 1973).

First, it is a well-known canon of contract construction that ambiguities in a contract are to be construed against the party who drafted the contract. Estate ofParker v. Dorchak, 673 So.2d 1379, 1381-82 (Miss. 1996) (citing Pursue Energy Corp. v. Perkins, 558 So.2d 349 (Miss. 1990)).

¶ 28. Jurisprudence provides further guidance for interpreting contracts that involve conditions or contingencies. Jurisprudence reflects that parol or extrinsic evidence is admissible to show the existence of a condition. Butler v. Smith , 35 Miss. 457, 463–64 (1858) ; see alsoEstate of Parker v. Dorchak , 673 So.2d 1379, 1381–82 (Miss. 1996) (discussing the admissibility of parol evidence). In Dibidale of Louisiana Inc. v. American Bank & Trust Co. , 916 F.2d 300, 307–08 (5th Cir. 1990), the Fifth Circuit found parol evidence was admissible to show the existence of a condition in a bank loan. Instructive to our review, the Dibidale court further found that a dispute of material fact as to the condition precluded summary judgment on that issue.

Another canon teaches “that ‘specific language controls over general inconsistent language in a contract.'” Harris v. Harris, 988 So.2d 376, 379 (Miss. 2008); see also Estate of Parker v. Dorchak, 673 So.2d 1379, 1382 (Miss. 1996) (explaining “the canon that specific clauses in a contract are to be given greater weight than general ones”). Here, the contractual assurance that the gooseneck trailer would be free from debt is a general warranty of “good title” and freedom from liens and encumbrances, which applies to all assets.

It demonstrates that the parties actually negotiated about and included a term regarding Tronox's financial condition. Since § 14.3 of the Supply Agreement is a specific provision of the contract that deals explicitly with Tronox's financial condition, it must be given greater weight in contract interpretation than a more general clause, such as § 14.1. E.g., Estate of Parker v. Dorchak, 673 So. 2d 1379, 1382, 1996 Miss. LEXIS 195, at *9 (1996) ("[S]pecific clauses in a contract are to be given greater weight than general ones."); see also Restatement (Second) of Contracts § 203(c) (1981) ("[S]pecific terms and exact terms are given greater weight than general language."). The presence of § 14.3 in the Supply Agreement confirms beyond dispute that Tronox's undercapitalization or insolvency would not breach § 14.1 of the Supply Agreement.

¶ 36. Third, the employment agreement is not ambiguous; therefore parol evidence as to oral modification or the creation of a contract with differing terms by "implication," cannot be allowed. It is a well settled principle of contract law that parol evidence should never be admitted where the terms of a contract are clear and unambiguous. Turner, 799 So.2d at 32 (citing Estate of Parker v. Dorchack, 673 So.2d 1379, 1392 (Miss. 1996)). "One of the fundamental principles of contract law is that parol evidence will not be received to vary or alter the terms of a written agreement that is intended to express the entire agreement of the parties on the subject matter at hand."

It is a well-settled principle of contract law that parol evidence should never be admitted where the terms of a contract are clear and unambiguous. Turner, 799 So.2d at 32 (citing Estate of Parker v.Dorchack, 673 So.2d 1379, 1392 (Miss. 1996)). One of the fundamental principles of contract law is that parol evidence will not be received to vary or alter the terms of a written agreement that is intended to express the entire agreement of the parties on the subject matter at hand.

The parol evidence rule is one of substantive law rather than of evidence. Estate of Parker v. Dorchak, 673 So.2d 1379, 1383 (Miss. 1996). ¶ 17. "In contract construction cases our focus is upon the objective fact — the language of the contract.

Davis v. Davis, 643 So.2d 931, 934 (Miss. 1994) Second, the contract which gave rise to the present lawsuit was drafted by Sorey, and any ambiguities in the contract must accordingly be construed against him'.Estate of Parker v. Dorchak, 673 So.2d 1379, 1382 (Miss. 1996). Regardless of whether his failure to pay a significant amount of the purchase price constitutes a failure of a condition precedent to the contract or an abandonment of the contract, it is clear that Sorey did not comply with one of the two principal requirements of the contract.