The Rule, Stated Directly
Section 102 of the Bharatiya Sakshya Adhiniyam, 2023 (BSA) settles a question that Section 95 of this same chapter deliberately leaves open: exactly who is stopped from bringing in oral evidence to vary a written document? Section 95 answers "the parties to the document, or their representatives in interest." Section 102 answers the other half — everyone else is free to prove a side agreement the document itself is silent on, if it touches their own interest.
102. Who may give evidence of agreement varying terms of document.
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.
Section 102 reproduces Section 99 of the Indian Evidence Act, 1872 without any change of substance — confirmed unchanged against two independent bare-act sources.
Why the Exclusion Was Never Meant to Bind Strangers
Section 95 BSA (the parol evidence rule this chapter builds around) bars oral evidence contradicting a document, but only "as between the parties to any such instrument or their representatives in interest." That qualifying phrase is doing real work — the rule exists to hold two negotiating parties to the document they signed, on the theory that if their true agreement differs from the paper, that is a risk they took on when they chose to put only part of it in writing. A person who never negotiated the document, never signed it, and has no representative standing in it did not take on that risk, and has no reason to be bound by the document's silence.
The Cotton Illustration, Modernised
The Act's own illustration involves a cotton sale on credit terms kept out of the written contract. A modern equivalent plays out constantly in supply-chain financing: A sells goods to B under a written invoice showing payment due on delivery, but A and B privately agree, the same day, that B will actually get ninety days' credit. If a bank has advanced money to A against that invoice — treating it as an immediately-payable receivable — and later discovers the private credit arrangement altered the real payment date, A and B cannot use Section 95 to shield their side deal from the bank. The bank was never a party to either the invoice or the oral variation, and the variation directly affects the value of what it financed. Section 102 lets the bank bring in evidence of the real arrangement, precisely because A and B's document was never meant to bind it.
| Who Is Trying to Prove the Side Agreement | Governing Rule | Outcome |
|---|---|---|
| A or B (the parties themselves) | Section 95 BSA | Barred — the written document controls |
| A's heir or assignee, standing in A's shoes | Section 95 BSA (via "representatives in interest") | Barred — same limitation carries over |
| C, a genuine third party whose own interest the side agreement affects | Section 102 BSA | Permitted — the oral agreement may be proved |
Where This Sits Against Estoppel
Section 102's logic runs parallel to a long-settled principle in the law of estoppel: a party can only be held to a representation, admission, or document if they were in a position to be bound by it in the first place. Just as Sections 121 through 123 of this Act (Chapter VIII, "Of Estoppel," already covered in this project) confine estoppel to the person who made the representation and those claiming through them, Section 102 confines the parol evidence bar to the people the document was actually negotiated between. A stranger cannot be estopped by a document they never signed, and by the same reasoning, they cannot be silenced by it either.
Key Takeaways
- Section 102 BSA carries forward Section 99 IEA unchanged — confirmed against two independent sources, illustration intact.
- It is the mirror image of Section 95's parol evidence rule: Section 95 binds the parties and their representatives-in-interest; Section 102 confirms genuine strangers to the document are not bound.
- The exception is not unlimited — it only reaches facts that affect the third party's own interest, not any curious outsider's attempt to reopen someone else's contract.
- "Representative in interest" covers anyone claiming derivatively through a party — heirs, assignees, legatees — and they remain bound exactly as the original party would be.
- The underlying logic mirrors this Act's estoppel provisions: a person cannot be silenced by, or held to, a document they were never a party to.
Conclusion
Section 102 exists so that the certainty Section 95 gives two contracting parties over their own document never becomes a weapon against outsiders that document was never meant to bind. A bank financing a receivable, a sub-purchaser, or anyone else whose interest the parties' private side deal actually touches keeps the right to prove what really happened — even when the two original parties would rather the paper spoke for itself. Anyone assessing whether a third-party claim can survive a seemingly airtight written contract should start here.