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Flashcards in Interpretation Deck (23)
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1
Define

parol evidence rule

Bars admission of extrinsic evidence of prior or contemporaneous agreements or dealings that contradict/supplement the terms of integrated K's

 

2
Define

integrated K

K parties intended to be the final expression of their agreement

 

3
Define

partially integrated K

K that expresses the parties final agreement about some terms, but not all terms

4
Define

merger clause

States that K contains the complete and entire agreement of the parties. 

Evidence of total integration.

5

What constitutes prior dealings for the purposes of the parol evidence rule?

  • Oral negotiations and agreements prior to contract
  • Written agreements prior to contract

 

6

Does parol evidence bar admission of subsequent agreements?

No, the parties may always modify the K

7

When does the parol evidence rule not apply? (i.e. when you can introduce extrinsic evidence?)

  • K was only partially integrated 
  • To show that K does not exist/was never formed (evidence of misunderstanding, mistake, etc)
  • As defense to enforceability (duress, illegality, etc)
  • To resolve ambiguities
  • To prove condition precedent
  • To supplement or explain terms w/ evidence of trade usage/past dealings (UCC § 2-202 - sale of goods only)
  • To help court interpret K by showing parties' subjective understanding of terms

8

What is the UCC's approach to extrinsic evidence?

Presumption that K's are partially integrated; allows addition of non-contradictory terms unless the parties would have "certainly" included them (UCC § 2-202)

9

What are 4 sources courts use to interpret K's?

  1. Express terms;
  2. Course of performance; 
  3. Course of dealing; and
  4. Trade usage

10

Rank the following from most important to least important for K interpretation: 

  • Course of dealing
  • Trade usage
  • Course of performance
  • Express terms

  1. Express terms (most important)
  2. Course of performance
  3. Course of dealing 
  4. Trade usage (least important)

11
Define

course of performance

How the parties have interacted in the CURRENT transaction

 

12
Define

course of dealing

How the parties have interacted in previous transactions with each other

13
Define

trade usage

A business custom or practice that is so common and pervasive that it is expected in regards to a certain transaction. Must be proven. 

UCC § 1-205(2)

14

What is the common law default rule for a missing price term?

Reasonable value for the services rendered

15

Default common law rule for missing duration?

Reasonable length of time

16

Default common law rule if employment K does not specify the duration?

Courts will presume that the employment is "at will," meaning any party can terminate it at any time

17

What is the only essential term in an UCC contract?

Quantity

⚠️ Exception: Requirement or output contacts do not require quantity

 

18

What happens if a UCC K is missing essential terms such as time or price?

UCC § 2-305 "fills the gap" with the missing term because it is presumed the parties intended to include the term

19

What is the UCC gap filler for price?

Reasonable market price at the time of delivery (UCC § 2-305)

20

What is the UCC gap filler for time of delivery?

Within a reasonable time

21

What is the UCC gap filler for place of delivery?

Seller's place of business

22

What is the UCC gap filler for time of payment?

Due at the time and place at which the buyer is supposed to receive the goods

23

An ambiguous term will be construed against the ______

Drafter