Contracts - Terms

  1. Interpretation of terms of a K (gap-fillers?)
    • 1) Plain meaning rule
    • 2) Custom and usage in the industry
    • 3) Course of performance between the parties (conduct on the same K)
    • 4) Course of dealing between the parties (conduct on similar K's)
    • 5) If Mistake or Ambiguous terms, or battle of the forms -- see above
  2. Modification of the terms of a K
    • 1) CL, new consideration required
    • 2) UCC, no consideration needed as long as made in good faith
    • 3) Modification may need to satisfy the SoF if the terms of new K fall w/in it
  3. Parole Evidence Rule
    • Rule:
    • 1) Prior oral or written, or oral contemporaneous agreement
    • 2) is inadmissible to vary, modify, or contradict
    • 3) an integrated agreement intended as a complete and final expression of the parties.
  4. Integrated agreement
    • parties have put their agreement in writing, which the court considers final
    • Complete Integration: written and final and complete
    • Partial Integration: written and final, but NOT complete
  5. Merger Clause
    • K provision states “this is the complete and final agreement”
    • Persuasive (relevant) but NOT conclusive
  6. Parol Evidence definition?
    stmt (oral or written) of one/both parties made BEFORE writing was signed (contemporaneous oral stmts too)
  7. Parol Evidence Rule exceptions?
    • 1) Post-contract statements and writings: PER does not apply
    • 2) Mistake in integration (e.g., a typo): A court may consider parol evidence of such terms for the limited purpose of determining whether there was a mistake in putting the agreement in writing (not for purposes of contradicting the written deal)
    • 3) Establish a defense to enforcement of the deal: PER doesn't apply (misrepresentation, fraud, duress); e.g., Parol evidence may be used to show that K is unenforceable due to an unsatisfied condition precedent to the existence of a contract.
    • ------If the purpose of parol evidence is to get OUT of a K, then PE is okay
    • 4) Explain the terms of the writing (resolve ambiguities): PE can be used; e.g., resolve ambiguity of the definition of “chicken” in the K
    • 5) PE can add terms: ONLY if written agreement was only partial integration
  8. Delivery Obligations
    1) No place of delivery agreed upon: seller’s place of business, or place where goods are
  9. Shipment Contract: how does seller complete obligations?
    • seller completes its delivery obligation when it . . .
    • 1) gets the goods to common carrier,
    • 2) makes reasonable arrangements for delivery,
    • 3) notifies buyer
    • note: seller completes its delivery obligations BEFORE delivery is completed
  10. Destination Contract: how does seller complete obligations?
    seller doesn’t complete obligation until goods arrive at dest.
  11. Free On Board (FOB)
    • always followed by name of city
    • If city = where seller/goods located: shipment K
    • If city = another city: destination K
Card Set
Contracts - Terms
Contracts - Terms