Contract Content Flashcards
(21 cards)
Parole Evidence
The rule that bars courts from considering past or contemporaneous discussion or writings to determine what terms govern in a final written agreement.
Complete Integration
What occurs when the parties intend a written agreement to be a complete and exclusive treatment of the agreement’s terms.
Partial Integration
What occurs when the parties intend an agreement to be a final expression of some, but not all, of the agreement’s terms.
Merger Clause
A specific provision in a written agreement that states that the agreement is the final, complete, and exclusive statement of all the terms agreed upon between the parties.
Collateral Agreement
A separate agreement contracting parties enter into that covers subject matter not addressed in the integrated agreement, which would not naturally be part of the integrated agreement.
Plain Meaning Rule
The rule under which, if a term is clear and unambiguous on its face, its meaning will be applied as written without admission of extrinsic evidence.
Course of Performance
Referring to the interactions between the contracting parties that occurred after the contract was formed.
Course of dealing
Referring to the interactions between the contracting parties that occurred before the contract was formed and may shed light on the parties’ intent and understanding of a term.
Usage of trade
Referring to the regular meaning of a contractual term within a particular industry.
Contra Proferentem Doctrine
The doctrine (when it applies) that provides that, where the parties disagree as to the meaning of an ambiguous tern in the contract, the term’s meaning will be interpreted against the party who drafted the contract.
Knockout Rule
Between merchants, when a term in the second form between the parties contradicts a term in the first form, the rule that applies to eliminate the conflicting terms from the contract.
Sufficient Definiteness (UCC)
Appropriate level of information required for a court to determine that a contract exists under the UCC and includes identification of the parties, the goods to be sold, and a quantity term.
Omitted term
A missing contractual provision necessary to allocate rights and responsibilities in an otherwise sufficiently definite contract.
Implied Term
A provision added to a contract by the court to fill a gap if the court has a basis to conclude that the parties had intended to include it in the contract but failed to do so.
Exclusive Dealing
The type of contract in which one party agrees to promote the sale of another party’s goods or services in exchange for a percentage.
Express Warranty
Under the UCC, the type of warranty created when the seller makes a promise or statement of fact about the quality of the goods or describes, though words or a display, certain attributes of the goods.
Puffery
Praise by the seller about the goods being sold or the seller’s personal opinion about the goods’ high value or quality, which does not amount to a warranty under the UCC.
Implied Warranty of Merchantability
The type of implied warranty under the UCC requiring that a seller-merchant’s goods must fit the contract’s description and conform to promises made in the contract, be of fair quality, and be adequately packaged and labeled.
Merchant
A seller of goods who regularly deals in the specific kind of goods involved in a particular transaction.
Implied Warranty of Fitness
The type of implied warranty under the UCC that arises where a seller recommends or selects certain goods for the buyer when the seller has reason to know that the buyer has a particular purpose for which the goods will be used and is relying on the seller’s judgment in recommending suitable goods.
Implied Warranty of Title
The type of implied warranty under the UCC in which the seller must transfer valid and rightful ownership of the goods to the buyer, and the goods must be free of any known encumbrances.
