Page 23 Flashcards Preview

Contracts FYLSE > Page 23 > Flashcards

Flashcards in Page 23 Deck (26):
1

What is an integration?

A writing that is intended to be a final and complete expression of the agreement of the parties

2

Are the major test under the parol evidence rule to determine if an integration has occurred?

- four corners rule
- Williston
- Corbin
- UCC

3

What is the four corners rule to determine if an integration has happened under the parol evidence rule?

Figure out if doc meant to be final from the doc only (no extraneous evidence allowed to help it). Wording is paramount, intention of parties irrelevant

4

What is the Williston rule for figure out if an integration has occurred under the parol evidence rule?

Asks if a reasonable person would naturally have omitted the term from the writing. Intention of actual party is irrelevant. Broad approach that usually excludes Parol evidence

5

If two people have a written agreement that one will buy the other's farm, and the seller orally agrees to tear down the shed, if Williston approach is followed, what is the result?

Evidence of the oral agreement will not be admissible because a reasonable person wouldn't have omitted that from the writing

6

What is a merger clause?

Provision that declares the writing to be the entire agreement of the parties

7

If a writing is thought to be a total integration, can parol evidence be admitted?

No

8

What is the standard for a reasonable person under the Williston parole evidence rule?

The meaning a Reasonably intelligent person acquainted with all usages and knowing all circumstances before and contemporaneous with the integration would have attached to the integration or disputed term. But excludes anything party said to each other about meaning or what they subjectively believe the writing meant

9

What are the two ways the Williston rule can be rebutted?

- if the document is obviously incomplete
- if the merger close was a mistake or there's other good reason to set aside the contract

10

What is the Corbin approach to determine if an integration has happened under the parol evidence rule?

Court looks at all circumstances of the individual case to determine if the actual parties would have naturally omitted the parol agreement from the writing

11

If you convey your ranch to someone in a writing and have an option to re-purchase at a certain price that you orally agree is personal to you and can't be assigned, how would the Corbin approach under the parol evidence rule treat the oral agreement?

It would likely not bar it

12

If a document is a partial integration, can parole evidence be used to supplement the terms?

Yes, Because it wasn't a total integration and parol evidence can supplement it with any terms that are not contradictory

13

Under the Corbin approach to an integration if one party is more guilty than another, what happens?

Less guilty party's meaning prevails

14

Under an insurance contract, what is the rule about the reasonable expectation of the beneficiaries?

That prevails even if the provisions would negate that expectation

15

What are three rules to help determine intent of contacts?

- General words that follow specific lists of things are thought to be the same kind
- words are known by their associates, so they take coloration from the context
- expression of one thing is exclusion of another, so if it is silent about something, it is assumed not to be included

16

What is the UCC test to determine if an integration has happened under the parol evidence rule?

For sale of goods, parol evidence is admissible unless the oral element certainly would've been included in the written agreement

17

What are the major exceptions to the parol evidence rule?

- separate consideration
- collateral agreement
- naturally omitted terms

18

Even if a writing is an integration, is parol evidence admissible if the written portion and the parol evidence are each supported by separate consideration?

Yes

19

What is a collateral agreement?

Something related to the subject matter but not part of the primary promise

20

Is Parol evidence admissible if a parol agreement is collateral and doesn't conflict with the integrated writing?

Yes

21

If it is natural to have omitted a term, can parol evidence be admitted to show it existed in an integrated writing?

Yes

22

When is parol evidence excluded?

If it would add to, vary, or contradict the written agreement

23

What is the theory of merger?

If a term didn't survive the writing, it wasn't meant to

24

What is the purpose of the parol evidence rule?

To make parties put their entire agreement into writing so there is no risk of losing anything agreed on

25

If the court decides that the parol evidence rule has been violated, what happens?

The argued term is excluded

26

Parol evidence can always be admitted to do what?

Raise a defense, undermine the entire agreement, explain an ambiguity