Contracts - Terms

• 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

• 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

• 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.

• 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

• K provision states “this is the complete and final agreement”
• Persuasive (relevant) but NOT conclusive

stmt (oral or written) of one/both parties made BEFORE writing was signed (contemporaneous oral stmts too)

• 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

1) No place of delivery agreed upon: seller’s place of business, or place where goods are

• 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

seller doesn’t complete obligation until goods arrive at dest.

• always followed by name of city
• If city = where seller/goods located: shipment K
• If city = another city: destination K