CIV § 1625

Written contract supersedes verbal promises - CIV § 1625

CIV § 1625: A written contract supersedes all prior negotiations or verbal stipulations, including promises made before signing.

Official text CIV § 1625 — California

The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument.

Text as published in the 2026 snapshot of the code.

Source: Vaquill Open US Law, compiled from official state publishers (huggingface.co), reproduced under license CC BY 4.0.

Read this provision at the official source →

What it actually says

Section 1625 is the sentence behind the answer "it is not in the contract". The execution of a contract in writing, whether or not the law requires it to be written, supersedes all the negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument. Everything said in the run-up is absorbed into the document, and the document becomes the agreement.

Three limits are built into the words. It applies to negotiations and stipulations "concerning its matter" — a separate collateral agreement about something the writing does not deal with is not swept away. It reaches what preceded or accompanied execution, not what came afterwards, so a later change is a different question, governed by § 1698. And it operates on the terms of the bargain; it is not a rule that nothing said before the signing has any legal significance at all, which is why a misrepresentation that induced the contract remains actionable as fraud under §§ 1572, 1709 and 1710 even though the promise it concerned is not a term.

Section 1625 works together with the parol evidence rule in the Code of Civil Procedure, which controls what evidence may be admitted to contradict or supplement an integrated writing and allows evidence to explain an ambiguity, to show the writing was not intended as the final agreement, or to establish fraud or mistake. The practical consequence is blunt: an assurance that mattered to you belongs in the document. Whether a particular oral assurance survives the signing is exactly the question to put to a lawyer with the contract in hand.

When it applies

  • The salesperson promised something that does not appear in the signed agreement
  • A landlord's verbal assurance about parking, repairs or a pet that the lease contradicts
  • A builder who described work in a meeting that the written scope leaves out
  • A dispute about which version of the deal governs
  • The other side pointing at an entire-agreement clause
  • A separate side arrangement about something the contract does not mention

What this section does not say

  • It does not protect a lie told to get the signature. A representation that induced the contract can be actionable as fraud under §§ 1572, 1709 and 1710 even though it is not a term.
  • It does not affect later changes. Modifications made after execution are governed by § 1698, not by this section.
  • It does not swallow a genuinely separate agreement. The section reaches negotiations and stipulations concerning the matter of the writing, not an independent collateral contract about something else.
  • It does not stop evidence being used to explain an ambiguity. The parol evidence rule permits evidence to interpret unclear language and to show the writing was not the final agreement.
  • It is not the statute of frauds. Whether an agreement had to be written at all is § 1624; this section is about what happens once a writing is executed.

Worked examples

Invented situations, written to show how the wording bites. They are not real cases, not judgments and not precedent, and nothing here predicts what would happen in yours.

Illustrative example

A tenant is shown a flat and told by the letting agent that the space by the side gate comes with it. The signed lease says nothing about parking, and after move-in the landlord allocates the space to somebody else.

How the wording applies

Section 1625 makes the executed writing supersede the negotiations that preceded it, so a promise about parking that never made it into the lease is not a term of the lease. It turns on whether the parking was part of the same subject matter as the writing or a genuinely separate arrangement, and separately on whether the assurance was false when it was made, which is a fraud question under sections 1572 and 1710 rather than a contract one.

How the parties settled it

The landlord provides an alternative space, or a rent reduction equal to the local cost of parking for the rest of the term, recorded as a written addendum to the lease.

Illustrative example

A homeowner and a builder discuss a job on site and the builder describes replacing the whole run of guttering. The written scope that follows lists only the front elevation, and the homeowner signs without reading the schedule closely.

How the wording applies

Once the contract is executed, section 1625 makes the written scope the agreement and the site conversation part of the superseded negotiations. It hinges on whether the schedule is clear or ambiguous: evidence of the discussion is admissible to explain an ambiguous scope, but not to add work the writing plainly leaves out.

How the parties settled it

The builder quotes the remaining elevations at the same unit rate as the signed work and holds that price for a fixed period, with the homeowner free to accept or not.

How courts have read it

Decisions construing this provision. The question and the summary are ours; the quoted sentence is the court's own words, taken from the published opinion. These are the decisions in our corpus, not every decision there is, and nothing here predicts any other case. Reported 1991 to 2017.

Julius Castle Restuarant, Inc. v. Payne, 216 Cal. App. 4th 1423 (2013)

Court of Appeal

What the court had to decide

Whether the parol evidence rule (Civ. Code § 1625) bars evidence of oral representations to prove fraud in the inducement when the written contract contains an integration clause.

What it held

The court held that the parol evidence rule does not bar evidence of oral representations to prove fraud in the inducement, and the trial court properly admitted such evidence, resulting in affirmance of the fraud judgment.

In the court's words
In light of the recent Supreme Court decision in Riverisland Cold Storage, Inc. v. Fresno-Madera Production Credit Assn. (2013) 55 Cal.4th 1169 [151 Cal.Rptr.3d 93, 291 P.3d 316] (Riverisland), we conclude the judgment for fraud must be affirmed.

Riverisland Cold Storage, Inc. v. Fresno-Madera Production Credit Ass'n, 55 Cal. 4th 1169 (2013)

Supreme Court of California

What the court had to decide

Whether the fraud exception to the parol evidence rule allows evidence of an oral promise that directly contradicts the written terms of an integrated contract.

What it held

The court overruled Pendergrass and held that the fraud exception to the parol evidence rule is not limited; parol evidence is admissible to prove fraud, including promissory fraud, even if the alleged promise contradicts the written terms.

In the court's words
We now conclude that Pendergrass was ill considered, and should be overruled.

Duncan v. McCaffrey Group, Inc., 200 Cal. App. 4th 346 (2011)

Court of Appeal

What the court had to decide

Does the parol evidence rule bar evidence of false advertising and unfair competition claims when the written contract contains a merger clause and disclaimers?

What it held

The parol evidence rule does not bar evidence of false advertising and unfair competition claims because those claims do not attempt to vary, alter, or add to the terms of the written agreement.

In the court's words
This cause of action does not attempt to vary, alter, or add to the terms of the written agreement between the parties.

Casa Herrera, Inc. v. Beydoun, 32 Cal. 4th 336 (2004)

Supreme Court of California

What the court had to decide

Whether a termination based on the parol evidence rule constitutes a favorable termination for malicious prosecution purposes.

What it held

A termination based on the parol evidence rule is a substantive termination, not a technical or procedural one, and therefore constitutes a favorable termination for malicious prosecution purposes.

In the court's words
As explained below, we disagree and find that a termination based on the parol evidence rule is a substantive termination in the malicious prosecution context.

Source: Caselaw Access Project, CC0 1.0 Universal (public domain dedication).

Related sections

CIV § 1698 Oral Modification of Written Contracts: CIV § 1698 CIV § 1624 1-year rule: contracts must be in writing - CIV §1624 CIV § 1572 Actual fraud: 5 types under California CIV § 1572 CIV § 1622 Oral contracts unless statute requires writing - CIV §1622

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We copy this text from the official publisher and re-check it against that source on every page load, but we cannot guarantee it is complete, current or free of error, and we accept no liability for any reliance on it. An amendment can take effect before a consolidation catches up. The publisher's own copy is linked below; where the two differ, it is the official one that counts.

This page reproduces the text of CIV § 1625 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in California.

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