Chapter 9: Contractural Issues Flashcards
(13 cards)
Interpretation of contracts
A matter of law
ordinary meaning
trade usage
priority of terms
handwritten –> typed –> printed
Parol evidence rule
Parties to a complete and final written contract cannot introduce oral evidence in court that changes the intended meaning of the written terms
Rukes to help solve disagreements
usual meaning for common words
specialized meaning for specialized trade
handwritten against party drafting
interpreted against the party drafting
duty to perform
agreement:
- offer and acceptance
- capacity and legality
- supported by consideration
conditions for performance
precedent
subsequent
concurrent
express
implied
order of performance
look to contract
if not addressed, payment before delivery
delivery - UCC gap fillers
tender offer to perform
levels of performance
complete - all duties fulfilled
substantial - fallen short after honest attempt
material breach - less than responsibly acceptable
divisibility of performance
contracts segments - employment pay periods
contract discharge
party released from obligation
tendered performance but rejected
impossibility
commercial impractability
waiver/release
substantial performance
performance part of divisible contract
Efficient breach
What if you could walk away from an economically harmful contract, yet fully compensate the other party? You’ve breached the contract but made restitution.
Do you owe the other party anything further?
Have you acted ethically?
Could such an act harm you in the future?
scope of employment - labor harm
if the harm caused within the scope of work than the principal liable under the respondeat superior
ex: Pizza delivery guy sent by employer doing business for you and something happens there than you are liable (since it is in scope of employment)
