Contracts - MBE Flashcards
1
Q
UCC Warranties:
What is the implied warranty of merchantability?
What has to be true about the parties/transaction in order to find that the warranty applies?
A
- Warrants that the goods are fit for ordinary purposes
- Sale of goods (UCC)
- Merchant seller
- Seller is a merchant who deals in goods of the kind
2
Q
UCC Warranties:
What is the implied warranty of fitness for a particular purpose?
When does it arise?
A
- Warrants that the goods are fit for the Buyer’s particular purpose
- ANY seller (not just a merchant)
- Seller has reason to know of B’s purpose
- Seller has reason to know B is relying on S’s skill and judgment
- B actually relies
3
Q
Under UCC, when may a buyer revoke acceptance?
A
- Defect substantially impairs the value, AND EITHER:
- B reasonably believed the defect would be cured, OR
- B accepted the goods because the defect was difficult to discover, or because S assured B that the goods conformed to the contract
4
Q
A is purchasing real property. Does Article 2 apply?
A
No
5
Q
A is hiring a baby sitter. Does Article 2 apply?
A
No
6
Q
For a mixed K, how do you determine whether Article 2 applies or not?
A
Predominant purpose test
7
Q
A is leasing an apartment. Does Article 2 apply?
A
No—Article 2A applies, in TX
8
Q
When does a plaintiff have a right to recover under restitution?
A
- There’s no actual K
- D has been unjustly enriched
- This is the P’s last resort for a remedy—no other means of recovery applies, but equity favors recovery.
9
Q
A promises to paint B’s house for $500 (it’s a bilateral contract). How can B accept?
A
Any reasonable way (he could pay the money, he could make a return promise to pay the money, etc.)
10
Q
A promises to paint B’s house if B takes A’s dog out every day this month (unilateral K). How can B accept?
A offers a $500 reward to anyone who returns his dog (unilateral K). How can B accept?
A
Only by COMPLETE PERFORMANCE
- take the dog out every day for a month (this would not include just taking the dog out for a week)
- find the dog
11
Q
Advertisement: “Sony TV’s for $100 each!”
- What add’l terms would make this a valid offer?
A
- Needs a QUANTITY is specified, e.g. “Sony TV’s for $100, first 10 purchasers”)
- If an unlimited number of people could potentially accept, then it’s not an offer.
12
Q
Indefiniteness: what if the offer does not include a price term?
A
- If it’s real property, it’s not a valid offer.
- Anything else, courts will read in a “reasonable price” and consider the offer valid.
13
Q
How soon will an offer expire, assuming there’s no specified time limit, and the offeror doesn’t revoke?
A
After a reasonable time
14
Q
A makes an offer to B.
- A can directly revoke by saying so directly to B.
- What would constitute an indirect revocation?
A
- Conduct by A that indicates revocation
- B is AWARE of that conduct
15
Q
How does one make:
- An option contract offer
- A firm offer
A
- Promise to keep the offer open
- Consideration
- Merchant
- Signed writing
- Promise to keep the offer open
16
Q
A promises to sell his used table to his neighbor for $100, says the neighbor can accept any time before the end of the month.
Can A revoke before the end of the month?
A
- Yes, unless the neighbor gave consideration
- Since this is a sale of goods, it would have to be a FIRM OFFER, which can only be made by a merchant in a signed writing.
17
Q
A makes a firm offer, promises to keep it open for 6 months. How long does B have to accept?
A
3 months, no matter how long the offeror promised to keep the offer open
18
Q
Subcontractor S submits a bid to do the electrical work on a hotel project for $250,000. Contractor C relies on S’s bid in computing its own bid on the project, but hasn’t accepted S’s bid yet because C doesn’t know if it has been awarded the project. Can S still revoke its offer?
A
No, foreseeable reliance
19
Q
A offers B a unilateral contract. What is the legal effect of B beginning performance? (more than mere preparation)
A
- B has NOT accepted
- But A can no longer revoke
- And B is not bound to finish performance
20
Q
Landlord sends Tenant a signed lease that says nothing about pets. Tenant adds, “Tenant may keep
a pet,” signs the lease and returns it to Landlord. Has Tenant accepted Landlord’s offer?
A
No, violates mirror image rule
21
Q
UCC:
If the offeree’s acceptance does not match the terms of the offer, what has to be true in order for the terms to be included in the contract?
A
- BOTH parties are MERCHANTS
- No material change
- No objection within reasonable time (this would include the offer expressly limits acceptance to the terms of the offer)
22
Q
When does the mailbox rule not apply?
A
- Option K
- Offeree sent a rejection, then an acceptance
- The offer specifically doesn’t allow it
23
Q
A agrees to sell B his motorcycle for $15k. B is a minor.
- If B (the minor) receives the motorcycle but refuses to pay, will A be able to enforce the contract?
- If B pays but A refuses to deliver the motorcycle, will B be able to enforce the contract?
A
- No. B is a minor, lacks capacity. A can enforce the contract ONLY IF B affirms the contract after he turns 18, e.g. by keeping the motorcycle and riding it after he turns 18.
- Yes. Don’t care about the PLAINTIFF’s capacity.
24
Q
B and S contract for the delivery of cotton on the “Peerless.” B means the one sailing in May. S means the one sailing in July. Is there a contract?
A
No—there is a mutual mistake about a material fact—UNLESS one of the parties knew or had reason to know of the other party’s meaning. In that case, the innocent party’s meaning controls.
25
Madonna agrees to sell Justice Scalia a painting for $100,000. Both believe it’s by Andy Warhol.
What if the painting is by Warhol, but is worth only $60,000, not $100,000, as both believed? Can Scalia avoid the contract on the grounds of mutual mistake?
No—a mutual mistake re VALUE is not a MATERIAL mutual mistake.
26
Madonna agrees to sell Justice Scalia a painting for $100,000. At the time of their agreement, Justice Scalia believed Andy Warhol was the artist, but Madonna knew Warhol wasn't the artist. Later, Scalia learns he was wrong. Is Justice Scalia still bound to buy the painting?
Yes—this is only a unilateral mistake— UNLESS one of the parties knew or had reason to know of the other party's meaning. In that case, the innocent party's meaning controls.
27
What are the rules for contract modification under the common law, and UCC?
COMMON LAW:
- Need new consideration
- UNLESS there has been an unanticipated change in circumstances, and the change is fair in light of the circumstances
UCC:
- Don't need consideration
- Must be made in good faith
28
You owe Visa $2,500. The debt is due and you don't dispute that you owe them $2,500. You and Visa orally agree that if you pay $2,000, Visa will forgive the $500 balance. Is Visa bound by that promise?
NO. Need new consideration to modify the contract.
E.g., you could agree to pay early
29
What are the elements of promissory estoppel?
- Not a K
- Promise
- Foreseeable reliance
30
SOF:
| When does the statute of frauds apply?
MYLEGS
- (M)arriage contracts
- Can't be performed within one (Y)ear
- (L)and-related contracts
- (E)xecutor or administrator
- (G)oods, over $500
- (S)uretyship
- Contract modification, if the new contract falls into one of the above categories
31
```
SOF:
What constitutes a satisfactory writing?
- All contracts, generally
- Sale of goods
- Sale of real property
```
GENERAL CONTRACTS:
- All material terms
- Signed by D
SALE OF GOODS:
- Quantity
- Signed by D
SALE OF REAL PROPERTY:
- Description of the land
- Names of the parties
- Price
- Signed by both parties
32
```
SOF:
What are the exceptions to the SOF?
- Real property
- 1+ year contracts
- Sale of goods
- Suretyship
```
REAL PROPERTY:
- Part performance: 2 of these three are met—payment, possession, improvements
1+ YEAR CONTRACTS:
- Full performance, the party has fully performed beyond one year
SALE OF GOODS:
- Buyer has accepted or paid for the goods—applies only to the ones actually accepted / paid for, not the entire order
- Custom-made goods
- Merchant's confirmatory memo: both parties are merchants, the memo has a quantity term, no written objection within 10 days
SURETYSHIP
- Selfish surety exception: surety's agreement to sign as guarantor helps move forward a deal that benefits the surety
33
What are the exceptions for the parol evidence rule?
- Correct a clerical error
- Establish a defense against formation
- Interpret a vague, ambiguous term
- To add to a partially integrated writing
34
UCC warranties:
What are the default warranties included in a sale of goods?
```
Express warranties
Warranty of title
Warranty against infringement
Implied warranties:
- Merchantability
- Fitness for a particular purpose
```
35
UCC Warranties:
What's the effect of these disclaimers (assuming they are conspicuous)?
- "all warranties are disclaimed" (but the contract includes some express warranties)
- "as is" or "with all faults"
- "no warranty of merchantability or fitness"
- Does not disclaim the express warranties, or the implied warranties
- Disclaims all implied warranties
- Disclaims all implied warranties
36
UCC Warranties:
What constitutes an express warranty?
Statement, model, etc. that is part of the BASIS OF THE BARGAIN and was communicated to the buyer at such a time that the buyer could have relied upon the warranty when entering into the contract
37
UCC Warranties:
Can a seller include a written disclaimer of warranties or limitation on remedies in the box with shipped goods? What about a "clickwrap" disclaimer with software ("Agree to these terms before completing installation")?
- NO. The disclaimer must be agreed to during the bargaining process.
- YES. Buyer can return the software before installing if he doesn't like the disclaimer.
38
UCC:
Is a limitation on remedies valid?
General rule: Yes
EXCEPTIONC:
- Unconscionable
- Limits remedies for personal injury in the case of CONSUMER goods
39
ROL:
If the parties aren't relying on a common carrier for delivery, when does the ROL pass to the buyer?
IF seller is a MERCHANT:
- When buyer takes physical possession
IF seller is NOT A MERCHANT:
- When seller tenders delivery
40
ROL:
If the parties are using a common carrier for delivery, when does the ROL pass to the buyer?
What if it's an "F.O.B." contract?
- When the goods are delivered to the carrier
| - When the goods reach the specified destination, e.g. "F.O.B. Dallas"—buyer bears ROL once the goods reach Dallas.
41
UCC:
When has the seller completed performance?
- Regular contracts
- Installment contracts
- "Perfect tender rule" - when he has delivered perfect goods in the right place at the right time
- When he has performed his duties under the contract such that any incomplete performance has not SUBSTANTIALLY IMPAIRED the contract
42
Common law:
When has the seller completed performance?
When he has substantially performed his duties under the contract—there can be some remaining duties left, and the courts will not consider this a breach.
* Although, if the breach was willful, the court might not apply the substantial performance rule.
* Substantial performance doesn't prevent the other party from recovering damages to the extent performance was incomplete.
43
UCC:
Seller agreed to ship the goods by Jan 30. If the seller shipped non-conforming goods, can he cure the defect (ship conforming goods) on Feb 2?
No, UNLESS the seller had reason to believe the non-conforming goods would be acceptable based on prior dealings with this buyer. Still has to ship conforming goods, but will have more time to cure the defect before his actions will constitute a breach.
44
Can a buyer pay by check?
Yes, UNLESS the seller specifically requests cash.
Until the check clears, the buyer's performance is not complete.
45
UCC:
When has a buyer impliedly accepted goods?
- Received the goods
| - Kept the goods after a reasonable opportunity to inspect them
46
UCC:
Buyer received the goods two months ago and now wants to revoke his acceptance. Can he do this?
No—he has impliedly accepted the goods by keeping them after a reasonable opportunity for inspection.
47
UCC:
When may a buyer revoke acceptance?
How soon does the buyer have to do so?
The defect substantially impairs the value
AND one of the following:
- Buyer accepted the goods on the reasonable belief that the defect would be cured, and it hasn't been
- Buyer accepted the goods because the defect was difficult to discover, or based on the seller's assurances that the goods conformed to the contract
* MUST REJECT:
- Within a reasonable time
- Before any substantial change in the goods occurs (that's not the result of the defect)
48
UCC:
The buyer has rejected the goods. What does he do with them now?
Three options:
- Ship them back to seller
- Store them for the seller's account
- Resell them for the seller's account (can recover expenses for this, and a reasonable commission)
49
UCC:
What are the buyer's options once he has rejected the goods?
- RETURN: send the goods back
- REFUND: get his money back
- DAMAGES: sue for breach of contract
50
UCC:
What has to be wrong with the goods in order for the buyer to reject them?
PERFECT TENDER RULE:
If they are anything less than PERFECT—exactly what the contract called for—the buyer can reject them.
51
UCC:
Seller contracts to sell 50 green tee shirts to Buyer. Seller delivers 49 green tee shirts and one yellow tee shirt. What can Buyer do?
Three options:
- Reject ALL
- Accept ALL
- Reject SOME
52
The contract contains a "satisfaction clause."
- Is the test objective or subjective?
- Can it be based on someone else's satisfaction, i.e. not the buyer?
OBJECTIVE IF the K involves mechanical fitness, utility, or marketability
SUBJECTIVE IF the K involves matters of personal taste or judgment—but the rejection must be made in good faith
Yes—e.g. an architect's approval of the plans
53
A condition—but not a promise—has not been fulfilled, so one of the parties is excused from performing. However, the other party already started performance. What can this party do to recover some of its expenses?
Sue in restitution for the reasonable value of their services
54
A has fully performed his duties under the K, but B has now repudiated the K. Why does this not qualify as an "anticipatory repudiation?"
AR only applies if there is a BILATERAL contract with un-performed duties on BOTH sides.
55
Once there has been an anticipatory repudiation, what options does the remaining party have?
- SUE immediately—treat as a total breach
- SUSPEND performance—wait until the due date to sue
- DISCHARGE the K—treat the repudiation as an offer to rescind
- URGE the promissor to perform, then sue if they don't comply
56
UCC:
A is nervous that B will not perform the K—but B hasn't repudiated the K yet. What can A do?
Request an ASSURANCE in writing. If B fails to give adequate assurance within a reasonable time, A can treat this as an anticipatory repudiation.
*A needs to show reasonable grounds for insecurity
57
What are the elements of impossibility (CL) / impracticability (UCC)?
A later unforeseen event makes performance impossible/impracticable
This means:
- Extreme and unreasonable difficulty and/or expense
- Its nonoccurrence was a basic assumption of the parties
58
A promised to do X for B. The cost of doing X has now risen substantially. Is A excused from performance under the doctrine of impracticability?
On MBE—no
On TX essay—possibly. If the rise is high enough, in terms of absolute dollars and the proportional amount.
59
A promised to construct a building for B. Halfway through the project, a hurricane wipes out the entire building. Can A recover the losses? Is A excused from fulfilling his obligations to build the building?
No and no
60
What are the elements for an excuse based on frustration of purpose?
- Supervening act or event
- The parties did not foresee the event
- The purpose of the contract (from the buyer's perspective) has been almost completely destroyed
- The purpose of the contract was realized by both parties
61
A promises to do X for B. After a while, A and B agree that A will just have to do Y instead.
Is this accord/satisfaction, or a modification?
Modification—A's original duty, X, is discharged immediately, not just suspended.
62
A promises to do X for B. After a while, A and B agree that, if A does Y instead, B will accept that. A can now either do X, as originally agreed, or do Y instead.
Is this accord/satisfaction, or a modification?
Accord and satisfaction
A's duty to perform X is not discharged completely—it is only SUSPENDED until he does Y instead.
63
Opie contracts to mow Helen’s lawn. Later, Opie, Goober and Helen agree that Goober will mow it instead. If Goober does not mow the lawn, can Helen sue Opie for breach of contract?
What if Opie and Goober agree on their own that Goober will mow the lawn, without getting Helen's consent?
No, this is a NOVATION. All parties have consented, so the original obligor is completely substituted.
This is just a delegation or assignment. Helen could potentially still sue Opie.
64
A sold B some goods, but they are defective. B is keeping them but wants a reduced price. A sends B a check marked "paid in full." What is this, and what happens if B cashes it?
It's an accord offer.
If B cashes the check, then there is "satisfaction" and A's obligations are discharged. B cannot sue based on the original K anymore.
65
Does a novation require consideration?
(apply regular modification rules)
IF CL >>> Yes
IF UCC >>> No
66
Does accord and satisfaction require consideration?
Yes. But it's almost always satisfied in the usual setup—there is a bona fide dispute about how much one of the parties owes the other, and the "consideration" is satisfied when the parties modify the debt in the debtor's consideration.
67
Under the CL, what is the effect of a minor breach, as opposed to a material breach?
MINOR >>> Party isn't excused from performance, but may sue for damages
MAJOR >>> Party is excused from performance and may sue for damages
68
If performance is completed after the due date, is this a material breach?
No, UNLESS time is of the essence (look to the K or circumstances).
69
UCC:
When does the buyer have a right to reject goods in an installment contract?
The non-conformity substantially impairs the value of the K and cannot be cured
70
UCC:
Buyer places an order for 100 blue widgets at $3 each. The Seller doesn't respond, but sends 90 blue widgets and 10 red widgets.
- What are the buyer's options?
- What happens if the Seller included a notice that this is an accommodation?
```
This is a simultaneous acceptance and a breach. Buyer may:
- Accept ALL
- Reject ALL
- Reject SOME
He can sue for damages either way.
```
This is treated as an OFFER of accommodation from the seller. The buyer can accept or reject the offer. The buyer CANNOT SUE in this case.
71
UCC:
Buyer places an order for 100 blue widgets at $3 each. The Seller doesn't respond, but sends 90 blue widgets and 10 red widgets.
In order for the Seller to not be liable for breach of contract, what would have to be true?
Included a written notice that this is an accommodation
72
Remedies:
When is specific performance available as a remedy?
Only if monetary damages are inadequate.
- Generally available in real property transactions
- UCC sale of goods: the goods are UNIQUE or there are "other proper circumstances" for SP
73
UCC Remedies:
When can a buyer replevy goods?
There are TWO situations:
He has partially paid for them and the seller hasn't delivered them yet, and EITHER:
(1) The seller has become insolvent within 10 days of the buyer's first payment
OR
(2) The goods are for personal, family, or household purposes.
*The buyer still has to pay the rest of the price
The buyer cannot cover. After a reasonable effort, he is unable to secure adequate substitute goods.
74
UCC Remedies:
How is replevy different from specific performance?
The buyer can only replevy goods that have been IDENTIFIED under the contract. Specific performance can be ordered even if the seller hasn't identified yet.
75
UCC Remedies:
When may a seller withhold delivery of goods?
- The buyer fails to pay on the pmt due date
- The goods were sold on CREDIT and seller finds out that the buyer is insolvent—but he has to deliver if the buyer pays in cash despite being insolvent
76
UCC Remedies:
When may a seller recover/reclaim goods already delivered to a buyer?
The goods were sold on CREDIT and buyer received them while insolvent. The seller must demand return within 10 DAYS of shipment.
*If the buyer pays cash, then seller can't reclaim them.
77
UCC Remedies:
What is required to enforce liquidated damages?
- Damages for breach were difficult to estimate at the time the K was formed
- The amount was a reasonable forecast of compensatory damages (i.e. it's NOT A PENALTY for breach, but an estimate of damages)
78
UCC Remedies:
What is the measure of damages for a breach of warranty?
```
Value of the goods as promised
MINUS
Value of goods as delivered
PLUS
Incidental and consequential damages
```
79
UCC Remedies:
What is the measure of the buyer's damages if the seller anticipatorily breaches the contract?
Difference between the FMV of the goods and the contract price for the goods
80
UCC Remedies:
What are the seller's remedies where the buyer refuses to accept conforming goods?
- RECOVER NOW: Charge the buyer the different b/w FMV (what the seller could get if it sold the goods on the market right now) and the contract price
- RECOVER LATER (cover): Sell the goods to someone else and charge the buyer the diff b/w sale price and the contract price
- LOST PROFITS: only if a lost volume seller
For all of these, add INCIDENTAL damages and subtract any expenses saved as a result of buyer's breach
81
UCC Remedies:
Can a seller recover consequential and incidental damages for a buyer's breach?
NO consequential
| YES incidental
82
UCC Remedies:
Installment K. A has delivered the goods, and B has paid half of the installments, but is a month late paying the next one. Can the seller recover the rest of the payments under the contract?
No—unless there is an ACCELERATION clause in the K
83
Remedies:
A has partially performed a contract with B. But A demands payment from B.
Under what theories could A potentially recover even though he hasn't fully performed?
- Substantial performance—A has substantially performed, so B isn't excused from paying (B can recover damages for the incomplete performance)
- Divisibility—A has performed one PART of a divisible K and is entitled to payment for that part, even though there are other parts that haven't been performed
- Restitution—If A can't succeed on one of the above, A might have an equitable remedy for B's unjust enrichment, can recover the reasonable value of services conferred on B
84
UCC:
What is the SOL for a contract for the sale of goods?
Can the parties contract around this?
4 years
Yes, they can shorten to ONE YEAR at the least
85
UCC:
When does the SOL begin for a breach of warranty?
When the goods are DELIVERED, regardless of when buyer discovered the defect
86
Third parties:
When do the rights of a third-party beneficiary vest?
- Manifests assent to a promise in the manner requested by the parties
- Brings suit to enforce the promise
- Materially changes position in reliance
87
Third parties:
A promises B that he will do something for C. What are these parties called?
A - Promisor
B - Promisee
C - Third-party beneficiary
88
Third parties:
Can a third-party beneficiary sue the promisor to enforce the contract? Can he sue the promisee?
- Yes
| - No, unless he is a CREDITOR beneficiary
89
Third parties:
Generally, any contract right can be assigned. What are the exceptions?
- The assignment will substantially change the obligor's duty or risk
- Prohibited by law, e.g. wage assignments
- Prohibited by the contract
90
Third parties:
Does an assignment require:
- Consideration
- A writing?
- Not required—unless it's intended to be irrevocable, then you need an assignment for value
- No
91
Third parties:
What constitutes a revocation of a gratuitous assignment?
- Death/bankruptcy of assignor
- Notice of revocation to the assignee OR the obligor
- The assignor taking performance directly from the obligor
- A subsequent assignment that replaces the gratuitous one
92
Third parties:
Can these parties sue each other?
- Assignee vs. Obligor
- Assignee vs. Assignor
- Yes. The assignee is now the real party in interest
- Yes, if assignment for VALUE. Can ONLY sue for breaches of the warranties included in an assignment:
• Assignor hasn't made a prior assignment of this right
• The contract right being assigned exists and isn't subject to any undisclosed defenses
• Assignor will not interfere with the assigned right
The assignee CANNOT sue the assignor if the obligee fails to perform the K (should sue the obligor instead).
93
Third parties:
What will these clauses prohibit?
- No assignment of "the contract"
- No assignment of "contractual rights"
- This prohibits DELEGATION of duties ONLY
- This prohibits ASSIGNMENT. Although the party can still assign the right—the assignment will be VOIDABLE, not void. So he would be liable for damages, but the assignment will still go through.
94
Third parties:
A has delegated his duty to C. Who does B sue if neither A nor C performs?
IF there's been an ASSUMPTION:
- Sue C
IF there has NOT been an ASSUMPTION:
- Sue A
95
Third parties:
What is the legal effect of assignments/delegations using the following language?
- I assign "the contract"
- I assign "all my duties under the contract"
These are both construed as an assignment/delegation with an ASSUMPTION.
96
Third parties:
Customer leaves watch at watch store for repairs. Watch store sells the watch to a BFP. Does the BFP have good title?
What if the watch had been stolen from the store, and THEN a true BFP buys it from the thief?
ONLY IF bought in the ordinary course of business (e.g. the person who buys the watch is just another customer).
This is different from the watch store selling the goods to someone who doesn't buy those goods from that store in the ordinary course of business (e.g. bank takes SI in the watch as CL for a loan).
If stolen, a thief cannot pass good title. BFP doesn't have title UNLESS he made accessions (valuable improvements).
97
ROL:
Seller ships non-conforming goods through a common carrier. The goods are destroyed on the way. Does the buyer or seller bear the ROL?
Seller
Normally, the BUYER bears ROL when the parties are using a common carrier. Title effectively passes once the seller gives the goods to the carrier.
HOWEVER, there's an EXCEPTION: if the goods were defective such that the buyer had a right to reject them, then ROL doesn't pass to buyer until he has had a chance to inspect and accept/reject them.
98
PER:
What does the parol evidence rule exclude?
Using:
- ORAL or WRITTEN statements made PRIOR to the writing
- ORAL statements made CONTEMPORANEOUSLY with the writing
to vary the terms of the (fully integrated) writing.
99
PER:
A and B orally discuss an agreement to sell widgets. They orally agree on a condition precedent to the contract (A has to get approved for a loan in order for there to be a sale). They later reduce their agreement to writing, doesn't mention the condition precedent.
Can A introduce evidence of the oral agreement?
Yes—this is an EXCEPTION to PER. Extrinsic evidence of a condition precedent is admissible because it doesn't actually VARY the terms of the written agreement. The agreement comes into being only when the condition is satisfied.
This exception does NOT apply to conditions precedent to PERFORMANCE. That's not a condition that's necessary to have an agreement in the first place.
100
PER:
What are some impt exceptions (or just cases in which it doesn't apply) to PER?
Extrinsic evidence of:
- A defect in FORMATION of the contract
- Conditions precedent to the CONTRACT
- An agreement COLLATERAL to the written agreement (related to the subject matter but not the primary purpose of the K)
- Terms that would NATURALLY be omitted from a written agreement
- Evidence of the TRUE CONSIDERATION paid
- The parties' course of dealing or course of performance
- Usage of trade regularly observed in a particular business setting
101
PER:
May a partially integrated writing be
- contradicted
- added to?
Added to, NOT contradicted
102
UCC (PER):
Can extrinsic evidence (including prior or contemporaneous oral statements) be used to explain/interpret a K even if it's not ambiguous? What kind of evidence?
Yes—this is a variation from the CL rule
- Course of dealing
- Course of performance
- Usage of trade
