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If a contract is silent in essential particulars, parol evidence is admissible to establish the missing parts, although inadmissible to contradict those unambiguous terms expressed in the contract.
Plaintiffs sought a declaration of the parties' rights under a contract: granting it the exclusive right to publish a work; designating one of the publisher's employees as the work's editor; and obligating the writer to deliver the manuscript from which the work was to be published. The trial court entered judgment for the defendant writer and considered extrinsic evidence (parol evidence) to interpret the contract regarding the matter of control of publication. The plaintiffs appealed.
Did the trial court err in considering extrinsic evidence as to exclusive control of publication matters?
Although the trial court properly considered parol evidence to construe the ambiguous terms of the contract between the publisher and the writer, the exclusive control of publication matters was explicitly granted to the publisher by the contract.