Almost every lawyer I have argued this with treats the parol evidence rule as an objection. Something you make when the other side’s witness starts describing what was promised in the parking lot before the closing. Minnesota does not treat it that way, and the difference is not academic — it decides which court can hear the argument, who resolves it, and what you must do to preserve it.
The Minnesota Supreme Court settled the classification in Karger v. Wangerin, 230 Minn. 110, 40 N.W.2d 846 (1950). The court wrote that “[t]he rule is not one of evidence, but of substantive law,” and that “the writing is the contract, not merely the evidence thereof.” Id. at 114–15, 40 N.W.2d at 849. The reason matters as much as the holding: “Antecedent and contemporaneous utterances are excluded, not because they are lacking in evidentiary value, but because the law for substantive reasons declares that such matters shall not be shown.” Id. at 115, 40 N.W.2d at 849. What was said and not carried into the writing “must be deemed to have been waived or abandoned.” Id. at 114, 40 N.W.2d at 849.
Karger was decided in January 1950, seventy-six years ago, and it is still the law. The Court of Appeals restated it flatly in Danielson v. Danielson, 721 N.W.2d 335, 338 (Minn. App. 2006) — “The parol-evidence rule is not a rule of evidence, but a substantive rule of contract interpretation” — citing Karger at the same pages. And in Apple Valley Red-E-Mix, Inc. v. Mills-Winfield Engineering Sales, Inc., 436 N.W.2d 121, 123 (Minn. App.), review denied (Minn. Apr. 26, 1989): “The parol evidence rule is a substantive rule and not one of evidence.”
Why the classification is worth money
Three consequences follow, and the third one wins appeals.
It is a question of law, so the court decides it, not the jury. “The question of whether a contract is completely integrated and not subject to variance by parol evidence is also an issue of law for the trial court.” Apple Valley Red-E-Mix, 436 N.W.2d at 123. The supreme court put it in terms of institutional responsibility in Taylor v. More, decided in November 1935, ninety years ago: holding a contract “completely integrated and not subject to variance by parol,” the court said the rule “places the responsibility for its application where it belongs — on the shoulders of the court, subject to review.” 195 Minn. 448, 455, 263 N.W. 537 (1935).
It is reviewed de novo. “[T]he application of the parol-evidence rule, premised on an examination of the contract, presents a question of law.” Lund v. Southam, No. C7-00-579, slip op. at 4 (Minn. App. Oct. 10, 2000), 617 N.W.2d 623. An appellate court owes the district court nothing on the point.
And you do not need a new-trial motion to get it reviewed. This is the payoff, and it is the reason the classification is not a law-school curiosity. In Alpha Real Estate Co. of Rochester v. Delta Dental Plan of Minnesota, 664 N.W.2d 303 (Minn. 2003), the appellant lost a bench trial, skipped the Rule 59.01 motion, and appealed directly. The supreme court held that new-trial motions “are not a prerequisite for appellate review of substantive questions of law when a genuine issue of law is properly raised and considered at the district court level,” id. at 311, and identified the first such question as “whether the 1997 lease was fully integrated,” id. Because integration is substantive, “we do not give deference to the district court’s conclusions of law and we review questions of law de novo.” Id.
I have watched competent lawyers forfeit that. They frame the fight as an evidentiary ruling, treat it as an exercise of trial-court discretion, and then find themselves arguing abuse of discretion over a question the appellate court would have decided fresh.
Total integration, partial integration, and who decides which
A writing is completely integrated when it is the final and exclusive statement of the parties’ bargain. It is partially integrated when it is final as to what it says but not exhaustive. The distinction controls the outcome, because a partially integrated writing still cannot be contradicted — but it can be supplemented.
Minnesota’s test is not confined to the four corners:
A determination of whether the written document is a complete and accurate “integration” of the terms of the contract is not made solely by an inspection of the writing itself, important as that is, for the writing must be read in light of the situation of the parties, the subject matter and purposes of the transaction, and like attendant circumstances.
Bussard v. College of Saint Thomas, Inc., 294 Minn. 215, 224, 200 N.W.2d 155, 161 (1972). The court added five words that do more work than the paragraph before them: “It is a common-sense reading.” Id. at 225.
The operative screen is whether the omitted term is one these parties would have written down. Minnesota adopted the Mitchill v. Lath conditions in Taylor v. More, 195 Minn. at 453, 263 N.W. at 539: the alleged agreement must be collateral in form; it must not contradict the writing’s express or implied provisions; and it must be one the parties would not ordinarily be expected to embody in the writing. The Court of Appeals states the same idea affirmatively: “An oral agreement is not superseded or invalidated by a subsequent integration if it is not inconsistent with the integrated contract and would naturally be made as a separate agreement.” W.R. Millar Co. v. UCM Corp., 419 N.W.2d 852, 855 (Minn. App. 1988).
Ambiguity is a separate gate, and the supreme court has been precise about who passes through it and when. “Interpretation of unambiguous contracts is a question of law for the court, as is the determination that a contract is ambiguous.” Staffing Specifix, Inc. v. TempWorks Management Services, Inc., 913 N.W.2d 687, 692 (Minn. 2018). Sending that question to the jury is reversible error: “determining whether contract terms are ambiguous is unquestionably the role of the court, and not of the jury.” Id. But once the court finds ambiguity and lets the evidence in, the roles switch — “[w]hen extrinsic evidence has been admitted, the interpretation of ambiguous terms becomes a question of fact for the jury.” Id. Construing the ambiguity against the drafter comes last, “only after an attempt is made to determine the parties’ intent behind an ambiguous term, using extrinsic evidence if available.” Id. at 694. The court reaffirmed that sequence in Windcliff Ass’n v. Breyfogle, No. A21-0700, slip op. at 12 (Minn. Apr. 19, 2023), 988 N.W.2d 911, applying it to restrictive covenants and remanding for a properly instructed jury.
What a merger clause actually accomplishes
A merger clause does one thing well. “A merger clause establishes that the parties intended the writing to be an integration of their agreement.” Alpha Real Estate, 664 N.W.2d at 312. In Alpha Real Estate the 1997 lease ran 54 pages and recited that it contained “the entire agreement between the parties”; on those facts the court held it “need not look beyond the writing of the 1997 lease itself to determine whether it is a complete integration.” Id. at 313. The Court of Appeals applied the same reasoning in Maday v. Grathwohl, 805 N.W.2d 285, 289 (Minn. App. 2011), holding a manure easement with an integration clause superseded a prior oral agreement about ownership of the same manure.
Read Alpha Real Estate carefully, though. The court footnoted that in some jurisdictions a merger clause is conclusive evidence of intent to integrate, and it declined to say Minnesota is one of them. Id. at 312 & n.6. What it held was that on those facts — a comprehensive 54-page instrument reciting entirety — the court did not need to look further. A one-line merger clause bolted onto a two-page term sheet is a different case, and the Bussard circumstances inquiry is still available to the party fighting it.
Can a merger clause defeat a fraud claim in Minnesota?
No. This is the question clients actually ask, usually after signing something, and the answer has been the same in Minnesota for ninety-nine years.
Ganley Bros. v. Butler Bros. Building Co., 170 Minn. 373, 212 N.W. 602 (1927), decided March 4, 1927, involved a subcontract in which the contractor recited that it “is not relying upon any statement made by the company in respect thereto.” Id. at 374. That is a non-reliance clause as strong as anything drafted today. The court held it did not bar the fraud claim:
The law should not and does not permit a covenant of immunity to be drawn that will protect a person against his own fraud. Such is not enforceable because of public policy.
Id. at 377, 212 N.W. at 603. And, three sentences on, the line I quote to opposing counsel more than any other: “Language is not strong enough to write such a contract.” Id. On the parol evidence question itself the court was equally direct — “Parol evidence is admissible to show that the making of the contract was procured by fraudulent representations. This does not vary the terms of the contract,” and “Fraud is not merged in a written contract.” Id. at 375.
The supreme court has repeated it since. Martin v. Guarantee Reserve Life Insurance Co., 279 Minn. 129, 136, 155 N.W.2d 744, 748 (1968) (“The parol evidence rule is inapplicable to exclude evidence of fraudulent oral representations by one party which induce another to enter into a written contract.”); id. at 138, 155 N.W.2d at 749 (quoting Ganley’s covenant-of-immunity holding). Hanson v. Stoerzinger, 299 N.W.2d 401, 404 n.4 (Minn. 1980) (“although parol evidence is generally inadmissible to vary the terms of a written contract, it is admissible to determine whether a contract is void or voidable on grounds of fraud, illegality, accident, or mistake”). And as recently as 2018: “we have held that fraudulent statements or misrepresentations are an exception to the parol evidence rule.” Sorchaga v. Ride Auto, LLC, 909 N.W.2d 550, 556 n.5 (Minn. 2018).
The Court of Appeals said it about integration clauses specifically in Johnson Building Co. v. River Bluff Development Co., 374 N.W.2d 187, 193 (Minn. App. 1985), review denied (Minn. Nov. 18, 1985): “A ‘full integration’ clause does not prevent proof of fraudulent representations by a party to the contract.” The court explained why the parol evidence rule is not even implicated — “Evidence of fraudulent representations is not admitted to vary the terms of a contract but to establish that, because of such fraudulent representations, no enforceable contract was made” — and then stated the practical consequence of the contrary rule: “If such evidence was excluded, a party to a contract could seldom, if ever, succeed on a claim of fraud.” Id.
The 2020 decision that answers the modern version of the question
Everything above predates the drafting fashion of the last two decades, which is to pair a merger clause with an express no-reliance representation on the theory that the second one negates an element of the fraud claim rather than merely reciting integration. Minnesota answered that in Great Plains Educational Foundation, Inc. v. Student Loan Finance Corp., No. A20-0326 (Minn. App. Dec. 28, 2020), 954 N.W.2d 844, review denied (Minn. Mar. 30, 2021). It is a precedential decision, and the settlement agreement it construed recited exactly the modern belt-and-suspenders language:
The Parties acknowledge that they have not relied upon any statements made by any of the other Parties, their agents, or their attorneys, in entering into this Agreement, other than what is contained in this Agreement. This Agreement reflects the entire agreement reached by the Parties and contains all terms of settlement reached by the Parties and supersedes any prior writings memorializing or reflecting the terms of that settlement.
Id., slip op. at 6. The district court dismissed the later fraud action on the pleadings. The Court of Appeals reversed. “The Minnesota Supreme Court has long held that fraud cannot be waived by a contractual disclaimer.” Id., slip op. at 7 (citing Ganley). The defendant’s argument that the combination of a no-reliance clause and an integration clause should be dispositive got no traction, because it rested on a law review article rather than on any Minnesota case: “Neither the article nor SLFC refer to Minnesota caselaw that holds a no-reliance and integration clause entitles a party to judgment as a matter of law.” Id., slip op. at 8.
Great Plains postdates most of the secondary treatment of this question, which is why it is the decision practitioners miss. It is also the one that decides the motion.
Where the clause does bite
Great Plains did not hold that a writing is irrelevant to a fraud claim, and any lawyer who reads it that way will get surprised. The same page says: “This is not to say that fraud claims are never precluded by such clauses.” Id., slip op. at 7.
The mechanism is reliance, not the parol evidence rule. From Johnson Building, 374 N.W.2d at 194:
We could find that reliance on an oral representation was unjustifiable as a matter of law only if the written contract provision explicitly stated a fact completely contradictory to the claimed misrepresentation.
And its converse, from the same page: “When a promise is not in plain contradiction of a contract or, if contradictory, when it is accompanied by misrepresentations of other material facts in addition to the contradictory intent, the question of reasonable reliance is for the trier of fact.” Id.
So the drafting lesson is the opposite of what most transactional lawyers assume. A generic recital that no party has relied on any representation buys nothing. A specific factual representation — the property is not in a floodplain; the equipment has never been rebuilt; there are no assets other than X and Y — sitting in the writing and squarely contradicting what was said out loud is what defeats reliance as a matter of law. Generality is the enemy here.
Even then, courts are reluctant. In St. Croix Printing Equipment, Inc. v. Rockwell International Corp., 428 N.W.2d 877, 882 (Minn. App.), review denied (Minn. Nov. 16, 1988) — the decision usually cited for the proposition that a contradictory writing kills reliance, in a contract with both an “as is” clause and an integration clause between two sophisticated merchants — the court applied the Johnson rule and got a fact question out of it: “[W]hile we acknowledge a strong case for summary judgment on this claim, we are inclined to let the jury determine whether the reliance was justifiable as it raises questions of material fact.” That is the realistic posture. The supreme court’s general rule points the same direction: “Whether a party’s reliance is reasonable is ordinarily a fact question for the jury unless the record reflects a complete failure of proof,” and “a party can reasonably rely on a representation unless the falsity of the representation is known or obvious to the listener.” Hoyt Properties, Inc. v. Production Resource Group, L.L.C., 736 N.W.2d 313, 321 (Minn. 2007). The listener “is not under an obligation to conduct an investigation.” Id.
One further wrinkle for statutory claims. In a private consumer-fraud class action under Minn. Stat. § 8.31, subd. 3a, the supreme court held that “the existence of a written contract that contradicts Walser’s alleged oral misrepresentations does not, as a matter of law, negate any possibility of Wiegand and potentially others proving a causal nexus between oral representations and consumer injuries.” Wiegand v. Walser Automotive Groups, Inc., No. A03-250, slip op. at 7 (Minn. July 29, 2004), 683 N.W.2d 807. A contradictory writing that might sink common-law reliance does not automatically sink the statutory claim, because such a claim “does not necessarily require the justifiable reliance standard of common law fraud.” Id. That is a live distinction in Minnesota’s consumer protection statutes, and it is worth pleading both ways. The elements themselves are covered in my piece on fraud and negligent misrepresentation claims.
The other doors out
Fraud gets the attention. It is not the only exception, and Hruska v. Chandler Associates, Inc., 372 N.W.2d 709, 713 (Minn. 1985), described the rule with a candor courts rarely use — the parol evidence rule “seeks to minimize the risk of future litigation by encouraging parties to put their entire agreement in writing,” and “[t]his sometimes-harsh rule is not without exceptions.”
| Exception | Authority | What it takes |
|---|---|---|
| Ambiguity | Staffing Specifix, 913 N.W.2d at 692; Nord v. Herreid, 305 N.W.2d 337, 340 (Minn. 1981) | The court — not the jury — finds the term susceptible to more than one reasonable meaning |
| Incomplete writing / consistent collateral term | Bussard, 294 Minn. at 224–25; W.R. Millar, 419 N.W.2d at 855 | Consistent with the writing, and one similarly situated parties would naturally leave out |
| Fraud in the inducement | Ganley, 170 Minn. at 375, 377; Johnson Bldg., 374 N.W.2d at 193; Great Plains, slip op. at 7 | Proof aimed at formation, not at the terms; a merger clause does not bar it |
| Condition precedent | Nord, 305 N.W.2d at 339 | “[A] written document, unconditional on its face and fully executed, can be shown by parol testimony to have been subject to a condition precedent” |
| Sham — no binding agreement at all | Hruska, 372 N.W.2d at 714 | Evidence that “the parties, in effect, never entered into a binding agreement because the written agreement was intended as a sham” |
| Writing drafted to deceive a third party | Hruska, 372 N.W.2d at 713–14 | An actual intent to deceive; tax avoidance does not qualify, and the proponent bears a clear-and-convincing burden |
| Subsequent agreements and modifications | Nord, 305 N.W.2d at 339 | “Testimony of subsequent conversations does not fall within the ambit of the parol evidence rule” |
| Reformation for mutual mistake | Alpha Real Estate, 664 N.W.2d at 314 (applying Nichols v. Shelard Nat’l Bank, 294 N.W.2d 730, 734 (Minn. 1980)) | A valid agreement expressing the real intent, a writing that fails to express it, and mutual mistake |
| Actual consideration behind a bare recital | Lund v. Southam, slip op. at 4–5 | The instrument recites only “value received,” so proof of the real consideration contradicts nothing |
| Void or voidable on other grounds | Hanson, 299 N.W.2d at 404 n.4 | Fraud, illegality, accident, or mistake |
Two of those deserve a note. The deceive-a-third-party exception has a tangled Minnesota history, clarified in Hield v. Thyberg, 347 N.W.2d 503 (Minn. 1984), and applied in Hruska, where the supreme court also took the occasion to expressly overrule Graham v. Savage — “it is clear that Graham has by now been effectively overruled and, accordingly, is now expressly overruled.” 372 N.W.2d at 713. And Hruska drew a line that matters in every business sale: structuring a transaction to minimize tax is not deceit of the IRS, and it will not get your parol evidence in.
Reformation is a different animal from the exceptions. It does not admit outside evidence to prove a different bargain; it corrects the writing so the writing still governs. Karger made the point in 1950 and Alpha Real Estate enforced it in 2003 by reversing a district court that had reformed a lease with no evidence of “a drafting error; nor is there evidence of mutual mistake, fraud, misrepresentation or inequitable conduct.” 664 N.W.2d at 314.
The UCC has its own rule, and it changed in 2024
If the contract is for the sale of goods, do not reason from Bussard. Article 2 supplies the rule, and it is friendlier to the party trying to get evidence in:
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(a) by course of performance, course of dealing, or usage of trade (section 336.1-303); and
(b) by evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement.
Minn. Stat. § 336.2-202. Three things follow that the common-law rule does not give you.
First, paragraph (a) has no complete-integration exception attached to it. Course of performance, course of dealing, and usage of trade come in to explain or supplement even a fully integrated record; only paragraph (b) is conditioned on the court’s finding of complete exclusivity. That asymmetry is on the face of the statute and it is routinely missed.
Second, the section now says “record,” not “writing.” The Legislature made that change in 2024 as part of the emerging-technologies amendments to the UCC. 2024 Minn. Laws ch. 93, art. 2, § 4 (striking “writing” and inserting “record” in both places in § 336.2-202). No effective-date clause applies to the article, so the § 645.02 default governs and the change took effect August 1, 2024 — the same date the act’s own transition provisions use throughout. In practice: an exchange of texts, a portal confirmation, or a shared spreadsheet is the integrated instrument, and the parol evidence fight moves onto ground where nobody signed anything. Do not oversell the amendment, though — that result was already available. Minnesota’s Uniform Electronic Transactions Act reaches Article 2 rather than excluding it, and it provides that “[i]f a law requires a record to be in writing, an electronic record satisfies the law.” Minn. Stat. §§ 325L.03(b)(1), 325L.07(c). What changed in 2024 is that you no longer have to leave the UCC to make the point.
Third, “explained or supplemented” is doing real work, and the line between supplementing and contradicting decides cases. In Currie State Bank v. Schmitz, No. C3-00-2152, slip op. at 11 (Minn. App. June 26, 2001), 628 N.W.2d 205, the guarantor’s proof that notes would be paid from livestock sale proceeds “was meant to further explain and supplement the due dates of the notes, which is allowed by the parol evidence rule” — distinguishing an earlier case where the same kind of testimony contradicted a payable-on-demand term. Same evidence, different note, opposite result.
The interaction with warranty disclaimers runs through a different section. Under § 336.2-316(3)(a), “as is” language excludes implied warranties “unless the circumstances indicate otherwise” — and in Sorchaga the supreme court held a seller’s fraudulent statements about a truck’s fitness were exactly such a circumstance, making the “as is” disclaimers ineffective. 909 N.W.2d at 556–57. I cover the disclaimer machinery separately in the UCC warranties piece.
What I do about it when drafting
Four things, in order of how often they save a client.
- Recite facts, not reliance. If a specific representation matters to the deal, put the fact in the instrument in terms that would be flatly false if the oral statement were true. That is what Johnson Building rewards. A blanket non-reliance recital is a formality that Minnesota has been declining to enforce against fraud since 1927.
- Say which prior writings are superseded, by name and date. Alpha Real Estate turned partly on the 1997 lease’s silence about the 1995 agreement’s survival clause. Naming the superseded documents converts a Bussard circumstances argument into a text argument.
- Decide, on purpose, whether you want complete integration. Sometimes you do not. If a side letter is supposed to survive, say so; otherwise the integration clause supersedes the prior oral agreement on the same subject, Maday, 805 N.W.2d at 289, and your client loses the side letter without ever being told.
- Remember that the clause can be turned against your own client. Minnesota Statutes § 513.01 refuses an action on any agreement “that by its terms is not to be performed within one year from the making thereof” unless the agreement “or some note or memorandum thereof, expressing the consideration, is in writing, and subscribed by the party charged therewith.” In JAB, Inc. v. Naegle, 867 N.W.2d 254 (Minn. App. 2015), the employer’s own nonsolicitation agreement failed to express consideration — and the court held “the integration clause precluded the use of anything other than the agreement’s actual text in its construction,” so nothing outside the four corners could supply it. Id. at 257 n.2. The clause the employer drafted to protect itself is what closed the door. That intersection is the subject of Minnesota’s writing requirements, and where a promise falls outside a writing altogether, promissory estoppel is sometimes the only claim left. There are also things a Minnesota contract simply cannot do, which I treat in what you cannot agree to.
In short: the writing is the contract, the court decides whether it is the whole contract, and no clause your counterparty drafts can immunize its own fraud.
Madgett Law, LLC litigates contract disputes for Minnesota businesses and individuals — enforcing agreements, defending against them, and bringing fraud-in-the-inducement claims where a deal was sold on facts that were not true. We read the instrument before we take a position on it. Call 612-470-6529 or send us a message.
Sources: Minn. Stat. § 336.2-202 (final written expression; parol or extrinsic evidence — paragraphs (a) and (b), and the “record” text as codified), verified at revisor.mn.gov; 2024 Minn. Laws ch. 93, art. 2, § 4 (striking “writing,” inserting “record”), and the act’s transition provisions at [336.0A-201] and [336.0A-301] (August 1, 2024), verified at revisor.mn.gov; Minn. Stat. § 645.02 (default effective date); Minn. Stat. §§ 325L.03(b)(1) (UETA applies to UCC articles 2 and 2A) and 325L.07(c) (electronic record satisfies a writing requirement); Minn. Stat. § 336.1-201(b)(31), (43) (definitions of “record” and “writing”); Minn. Stat. § 336.2-316(3)(a) (“as is” exclusion, “unless the circumstances indicate otherwise”); Minn. Stat. § 8.31, subd. 3a (private consumer-fraud action); Minn. Stat. § 513.01 (agreements not performable within one year must express the consideration in writing). Karger v. Wangerin, 230 Minn. 110, 114–15, 40 N.W.2d 846, 849 (1950) (parol evidence rule is substantive law, not evidence; writing is the contract). Taylor v. More, 195 Minn. 448, 453, 455, 263 N.W. 537, 539–40 (1935) (Mitchill v. Lath conditions; integration is for the court). Bussard v. College of Saint Thomas, Inc., 294 Minn. 215, 224–25, 200 N.W.2d 155, 161 (1972) (integration read in light of attendant circumstances; incomplete-contract exception). Ganley Bros. v. Butler Bros. Bldg. Co., 170 Minn. 373, 374, 375, 377, 212 N.W. 602, 602–03 (1927) (non-reliance recital; fraud not merged; covenant of immunity unenforceable). Martin v. Guarantee Reserve Life Ins. Co., 279 Minn. 129, 136, 138, 155 N.W.2d 744, 748–49 (1968) (parol evidence rule inapplicable to fraudulent inducement). Hanson v. Stoerzinger, 299 N.W.2d 401, 404 n.4 (Minn. 1980) (void or voidable — fraud, illegality, accident, mistake). Nord v. Herreid, 305 N.W.2d 337, 339–40 (Minn. 1981) (condition precedent; subsequent conversations; ambiguity). Hruska v. Chandler Assocs., Inc., 372 N.W.2d 709, 713–14 (Minn. 1985) (purpose of the rule; sham agreements; deceit-of-third-party exception; Graham v. Savage expressly overruled). Alpha Real Estate Co. of Rochester v. Delta Dental Plan of Minn., 664 N.W.2d 303, 311, 312 & n.6, 313, 314 (Minn. 2003) (no new-trial motion required for substantive questions of law; merger clause establishes intent to integrate; reformation standard). Hoyt Props., Inc. v. Prod. Res. Grp., L.L.C., 736 N.W.2d 313, 321 (Minn. 2007) (reasonable reliance ordinarily a jury question; no duty to investigate). Staffing Specifix, Inc. v. TempWorks Mgmt. Servs., Inc., 913 N.W.2d 687, 692, 694 (Minn. 2018) (ambiguity is for the court; interpretation of ambiguous terms for the jury; contra proferentem last). Sorchaga v. Ride Auto, LLC, 909 N.W.2d 550, 556 & n.5, 557 (Minn. 2018) (fraud is an exception to the parol evidence rule; fraud defeats an “as is” disclaimer). Wiegand v. Walser Automotive Groups, Inc., No. A03-250, slip op. at 7 (Minn. July 29, 2004), 683 N.W.2d 807 (contradictory writing does not negate causal nexus under § 8.31, subd. 3a). Windcliff Ass’n v. Breyfogle, No. A21-0700, slip op. at 12 (Minn. Apr. 19, 2023), 988 N.W.2d 911 (extrinsic evidence before interpretive canons), from the court’s slip opinion. Johnson Bldg. Co. v. River Bluff Dev. Co., 374 N.W.2d 187, 193–94 (Minn. App. 1985), review denied (Minn. Nov. 18, 1985) (full-integration clause does not prevent proof of fraud; reliance unjustifiable as a matter of law only on an explicit, completely contradictory term). St. Croix Printing Equip., Inc. v. Rockwell Int’l Corp., 428 N.W.2d 877, 882 (Minn. App.), review denied (Minn. Nov. 16, 1988) (fact question on justifiable reliance despite “as is” and integration clauses). W.R. Millar Co. v. UCM Corp., 419 N.W.2d 852, 855 (Minn. App. 1988) (consistent collateral agreement). Apple Valley Red-E-Mix, Inc. v. Mills-Winfield Eng’g Sales, Inc., 436 N.W.2d 121, 123 (Minn. App.), review denied (Minn. Apr. 26, 1989) (substantive rule; complete integration an issue of law). Lund v. Southam, No. C7-00-579, slip op. at 4–5 (Minn. App. Oct. 10, 2000), 617 N.W.2d 623 (question of law; actual consideration behind a bare recital). Currie State Bank v. Schmitz, No. C3-00-2152, slip op. at 11 (Minn. App. June 26, 2001), 628 N.W.2d 205 (explain and supplement versus contradict under § 336.2-202). Danielson v. Danielson, 721 N.W.2d 335, 338 (Minn. App. 2006) (rule is substantive, not evidentiary). Maday v. Grathwohl, 805 N.W.2d 285, 289 (Minn. App. 2011) (integration clause supersedes prior oral agreement on the same subject). JAB, Inc. v. Naegle, 867 N.W.2d 254, 257 & n.2 (Minn. App. 2015) (integration clause barred resort to anything outside the four corners to supply the consideration § 513.01 requires). Great Plains Educ. Found., Inc. v. Student Loan Fin. Corp., No. A20-0326, slip op. at 6, 7, 8 (Minn. App. Dec. 28, 2020), 954 N.W.2d 844, review denied (Minn. Mar. 30, 2021) (no-reliance plus integration clauses do not bar a fraudulent-inducement claim as a matter of law), from the court’s slip opinion. Minnesota case text verified against the Caselaw Access Project archive (static.case.law) and, for decisions after mid-2020 and for opinions cited to slip pages, the Minnesota Judicial Branch slip opinions at mn.gov/law-library-stat/archive. This article is general legal information about Minnesota law. It is not legal advice, it does not create an attorney–client relationship, and it promises no particular outcome in any matter.