Henderson v Arthur [1907] 1 KB 10
Considers the ‘parole evidence rule’ and determines that a written agreement supersedes earlier additional oral agreements between parties.
Facts
The claimant, Henderson, was a seller who agreed to give a lease of a theatre to the defendant, Arthur, as a tenant. Per the agreement, the defendant promised to make rent payments within a specified timeframe, however prior to the agreement’s signing, the parties had verbally agreed that the claimant would accept debts as rent payments. The claimant subsequently attempted to bring an action against the defendant, contending he had failed to make the required rent payments, whilst the defendant retorted that the claimant had originally stated he would accept debts and was now reneging on this.
Issue
Whether the parties’ earlier oral agreement was binding, despite the contents of their later written agreement.
Decision/Outcome
The Court of Appeal found for the claimant, viewing that the written contract superseded all other agreements, and invalidated any differing prior agreements between the parties. Moreover, the Court viewed that the circumstances in which they ought reasonably consider extrinsic evidence when interpreting a contract was limited and as the defendant could have included the contents of the oral agreement in the written agreement, but failed to do so, they could not then attempt to rely upon the oral agreement at a later date. Further, the Court viewed that it was necessary to presume that the final written agreement between parties is the exclusive and finalized version for the sake of legal certainty and respect for the principle of sanctity of contract.
Words: 263
Updated 19 March 2026
This case summary accurately describes Henderson v Arthur [1907] 1 KB 10, a Court of Appeal decision concerning the parol evidence rule in English contract law. The legal principles described remain good law. The parol evidence rule, as reflected in this case, continues to apply in English contract law: where parties have reduced their agreement to writing, extrinsic oral evidence will generally not be admitted to add to, vary, or contradict the written terms. This position is reinforced by the presumption that a written contract represents the entire agreement between the parties, often now addressed expressly through entire agreement clauses in commercial contracts.
Readers should note that the parol evidence rule has been subject to significant academic and judicial scrutiny over the decades. The Law Commission recommended its abolition in its 1986 Report (Law Com No 154), though no legislative action followed. Courts have also developed important qualifications to the rule — for instance, extrinsic evidence may be admitted to establish that a contract was void or voidable, to identify the subject matter, or to establish a collateral contract. The decision in Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896 (HL) and subsequent case law on contextual interpretation (including Arnold v Britton [2015] UKSC 36) are relevant to understanding the modern approach to contractual interpretation in English law, though they do not directly overrule Henderson v Arthur. The case summary is suitable as an introduction to the parol evidence rule but should be read alongside these later developments.
