California Civil Jury Instructions (CACI)

304. Oral or Written Contract Terms

[Contracts may be written or oral.]

[Contracts may be partly written and partly oral.]

Oral contracts are just as valid as written contracts.

New September 2003

Directions for Use

Give the bracketed alternative that is most applicable to the facts of the case. If the agreement is fully integrated, this instruction should not be given. Parol evidence is inadmissible if the judge finds that the written agreement is fully integrated: “The parol evidence rule generally prohibits the introduction of extrinsic evidence—oral or written—to vary or contradict the terms of an integrated written instrument.” (EPA Real Estate Partnership v. Kang (1992) 12 Cal.App.4th 171, 175 [15 Cal.Rptr.2d 209].)

Sources and Authority

  • Civil Code section 1622 provides that “all contracts may be oral, except such as are specially required by statute to be in writing.” (See also Civ. Code, § 1624.)
  • In Lande v. Southern California Freight Lines (1948) 85 Cal.App.2d 416, 420 [193 P.2d 144], the court answered the question “May a contract be partly written and partly oral?” as follows: “This question posed by defendant must be answered in the affirmative in this sense: that a contract or agreement in legal contemplation is neither written nor oral, but oral or written evidence may be received to establish the terms of the contract or agreement between the parties. . . . A so-called partly written and partly oral contract is in legal effect a contract, the terms of which may be proven by both written and oral evidence.”
  • Evidence of a contract that is partly oral may be admitted if only part of the contract is fully integrated: “When the parties to a written contract have agreed to it as an ‘integration’—a complete and final embodiment of the terms of an agreement—parol evidence cannot be used to add to or vary its terms . . . [However,] ‘[w]hen only part of the agreement is integrated, the same rule applies to that part, but parol evidence may be used to prove elements of the agreement not reduced to writing.’ ” (Masterson v. Sine (1968) 68 Cal.2d 222, 225 [65 Cal.Rptr. 545, 436 P.2d 561].)

Secondary Sources

1 Matthew Bender Practice Guide: California Contract Litigation, Ch. 13, Attacking or Defending Existence of Contract—Absence of Essential Element, 13.03–13.17