§ SECTION 102 · BSA 2023 · CHAPTER VI — EXCLUSION OF ORAL BY DOCUMENTARY EVIDENCE

Who may give evidence of agreement varying terms of document

Section 102 concerns persons outside the parties to a document and their representatives in interest. A genuinely independent third party may prove a contemporaneous varying agreement affecting that person’s interests. Not signing the document is not, by itself, enough.

How to read Section 102

Ask whether the claimed interest is independent or derived from a party.

Parties and representatives

Section 95’s rule covers parties to the instrument and their representatives in interest.

Independent stranger

Section 102 allows the specified evidence where an independent third party’s interests are affected.

Assignee

Identify whose interest was assigned. An assignee claiming through a party may stand in that party’s shoes.

The bare Act

The section in its own words — the rule and its illustration.

Section 102 · verbatim

Persons who are not parties to a document, or their representatives in interest, may give evidence of any facts tending to show a contemporaneous agreement varying the terms of the document.

Illustration

A and B make a contract in writing that B shall sell A certain cotton, to be paid for on delivery. At the same time, they make an oral agreement that three months’ credit shall be given to A. This could not be shown as between A and B, but it might be shown by C, if it affected his interests.

In short: §§ 94–95 shut out oral evidence that would vary a written contract — but that shutter falls only on the parties and those who stand in their shoes. A stranger to the document is not bound by their bargain, so where a contemporaneous side-agreement changes the terms and his own interests turn on it, he may prove it. The written cotton contract says ‘paid on delivery’; A and B cannot add their oral ‘three months’ credit’ against each other — but C, whose interests it affects, can.

→ This carries forward IEA 1872 § 99 — strangers to a document are not bound by the oral-evidence bar.

Glossary

persons who are not parties

An independent stranger must be distinguished from someone asserting the relevant interest through a party to the document.

representatives in interest

Persons standing in another’s legal shoes. An assignee of a party is not freed from section 95 merely by not having signed the document.

contemporaneous agreement

A separate agreement made at the same time as the document.

varying the terms

Changing or qualifying what the writing says.

as between A and B

Between the parties themselves — where the §§ 94–95 bar applies.

if it affected his interests

The non-party may prove it where it touches his own rights.

The picture

The distinction is independent interest versus a party’s derivative interest, not simply signatory versus non-signatory.

The section, part by part

Tap a part — the picture-story tells it first; the word-by-word text and example follow.

The ruleParties vs strangers

the ruleA non-party may prove a contemporaneous agreement varying the writing

In one lineAn independent stranger whose interests are affected may prove the contemporaneous varying agreement. Check whether the person instead claims through a party.

Persons who are not parties to a document, or their representatives in interest,who: a stranger to the writing (or his representative)someone not bound by the document — a non-party, or one who stands in a non-party’s shoes…

may give evidence of any facts tending to show a contemporaneous agreement varying the terms of the document.→ may prove a contemporaneous varying agreement…may give evidence of a side-agreement, made at the same time, that changes the terms.

Teaching exampleA and B’s written cotton contract provides for payment on delivery. C has an independent interest affected by a contemporaneous credit agreement. Apply the statutory illustration. Do not substitute an assignee of A or B without first examining whether C claims through that party.

Reading boundarySections 95 and 102 must be read together. Identify whether C is genuinely independent or a party’s representative in interest; lack of a signature alone does not decide the question.

parties vs strangersThe same oral term: barred between A & B · provable by C

In one lineThe written cotton contract says ‘paid on delivery’. The oral three months’ credit cannot be shown between A and B — but C may show it, if it affects his interests.

A and B make a contract in writing that B shall sell A certain cotton, to be paid for on delivery. At the same time, they make an oral agreement that three months’ credit shall be given to A.a written term + a contemporaneous oral variationthe writing says paid on delivery; a side oral term gives A three months’ credit.

This could not be shown as between A and B, but it might be shown by C, if it affected his interests.→ barred between A & B · provable by CA and B cannot prove the credit term against each other; C, a stranger, can, where it affects him.

ExampleSuppose C’s money is due only once A pays B. Whether A owed on delivery or after three months’ credit changes when C is paid — so C may prove the credit term, though A and B cannot.

✗ Not thisC proves the term only because he is a stranger whose interests are affected — not to help A escape his own writing. Between A and B the credit term stays out.

Connected provisions

§ 94

Terms in writing

Where a contract is reduced to a document, its terms are proved by the document.

§ 95

Oral variation barred

Oral evidence to contradict or vary the written terms is shut out — between the parties.

§ 103 · next

Wills saving

How this Chapter applies to the construction of wills.

lineage

IEA 1872, § 99

Carried forward — strangers are not bound by the oral-evidence bar.

Sources and reading note

BSA sections 95 and 102. The section 102 illustration supplies the independent-third-party example; an assignment requires analysis of the interest derived.

Explanatory corrections reviewed on 24 September 2026. Statutory quotation and commentary are kept separate.