Extrinsic Evidence in Contract Interpretation in California: A Comprehensive Guide

When entering into a contract, it`s vital to make sure that all parties involved are on the same page. But what happens when there`s a dispute over the meaning of a specific term or phrase used in the contract? That`s when the use of extrinsic evidence comes into play.

Extrinsic evidence refers to any evidence beyond the terms of the written contract that can shed light on the parties` intent or meaning. In California, the use of extrinsic evidence in contract interpretation is governed by a set of rules that can be tricky to navigate.

Here`s everything you need to know about extrinsic evidence and contract interpretation in California.

What is Extrinsic Evidence?

Extrinsic evidence can come in many forms, including:

– Verbal statements made by the parties before or after the contract was signed

– Letters, emails, or other written correspondence between the parties

– Prior agreements or contracts between the parties

– Industry standards and practices

– Course of dealing between the parties

– Testimony from witnesses who were present during the negotiation of the contract

In general, extrinsic evidence is admitted to explain or clarify an ambiguity in the contract or to show the parties` intent.

When is Extrinsic Evidence Admissible?

In California, extrinsic evidence is generally admissible to interpret a contract when there is an ambiguity in the language of the contract.

An ambiguity exists when the language of the contract is capable of two or more reasonable interpretations. In such cases, the court may look to extrinsic evidence to determine what the parties meant when they entered into the contract.

However, if the contract is clear and unambiguous on its face, extrinsic evidence may not be used to interpret the contract. The court will simply enforce the contract as it is written.

How is Extrinsic Evidence Used?

When interpreting a contract using extrinsic evidence, the court will first determine the meaning of the disputed term or phrase. The court will then look to the extrinsic evidence to determine which of the possible meanings is the correct one.

The court may also consider other factors when interpreting the contract, such as the purpose of the contract, the relative bargaining power of the parties, and the reasonableness of the interpretations offered by each party.

It`s important to note that extrinsic evidence cannot be used to contradict or modify the express terms of the contract. If the contract is clear and unambiguous, the court will enforce it as written, regardless of any extrinsic evidence that may suggest a different meaning.


Extrinsic evidence can be a powerful tool when interpreting a contract, but it`s important to understand the rules and limitations that apply in California. If you`re involved in a contract dispute, it`s essential to work with an experienced attorney who can help you navigate the complex rules surrounding extrinsic evidence and contract interpretation.