Page 25 Flashcards

1
Q

What is the UCC parol evidence rule?

A

Parol evidence can be used to explain or supplement a final expression, but not to contradict it

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2
Q

What is the difference between common law and UCC parol evidence rule?

A
  • CL: parol evidence cannot be admitted if there’s a total integration
  • UCC: evidence can be admitted if it clarifies the meaning of terms even if the integration is total
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3
Q

What is the order of importance for the triad?

A
  1. course of performance
  2. course of dealing
  3. common usage of trade
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4
Q

What is the rule about admitting triad evidence to a total integration?

A

It is allowed to supply additional terms but not to contradict the writing

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5
Q

If there is a contradiction between a writing and triad parol evidence, what happens?

A

It is resolved in favor of the expressed term

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6
Q

What is course of dealing?

A

Previous conduct between the parties that shows a basis of understanding to interpret expressions

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7
Q

What is course of performance?

A

This follows the parties’ own private usage of trade developed in prior dealings with each other

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8
Q

What is usage of trade?

A

Any practice that happens so often in a place or trade that an expectation it will be observed is justified

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9
Q

How do you establish usage of trade?

A

Expert testimony

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10
Q

Who is bound by usage of trade?

A

Any party that is or should be aware of it, like those involved in the trade

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11
Q

Can usage of trade be used to contradict the plain meaning of language?

A

Yes, if it doesn’t totally negate it

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12
Q

What are the two types of UCC warranties?

A

Express and implied

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13
Q

What is a UCC express warranty?

A

Parties expressed something that created a warranty, and these can never be disclaimed once they are made. Ie: saying the car you’re selling has 10,000 miles on it

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14
Q

What are the four different ways to create a UCC express warranty?

A
  • DESCRIPTION of the goods
  • affirmation of FACT about the goods
  • PROMISE about the goods
  • exhibition of SAMPLE or model
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15
Q

What is an example of a description of the goods express warranty under the UCC?

A

Saying you’re selling a 1999 Cabriolet convertible

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16
Q

What is an example of an affirmation of fact about the goods under a UCC express warranty?

A

Saying the car only has 5000 miles on it

17
Q

What is an example about a promise about the goods express warranty under the UCC?

A

Saying you will replace any defective parts within six months

18
Q

What are the three different kinds of implied warranties under the UCC?

A
  • implied warranty of TITLE
  • implied warranty of MERCHANTABILITY
  • implied warranty of FITNESS for a particular purpose
19
Q

What is the implied warranty of title?

A

Seller warrants that he owns the goods and has a right to transfer them, giving Buyer a right to sue for breach if that is not the case

20
Q

Can you disclaim an implied warranty of title?

A

Yes, by using language or circumstances to show warranty is not being made. Ie: saying you will sell goods, but you don’t own them/or selling goods out of a trenchcoat in a back alley implies you don’t have good title

21
Q

What is an implied warranty of merchantability?

A

A promise that goods will be fit and safe for the ordinary purpose they are used (only applies to sellers that deal with goods of a kind)

22
Q

If a retail store sells its delivery truck to someone, does that have an implied warranty of merchantability?

A

No, because they are not in the business of selling trucks

23
Q

Can you disclaim an implied warranty of merchantability?

A

Yes, by using words like “as is” or “with all faults”

24
Q

What is the implied warranty of fitness for a particular purpose?

A

When the seller knows the buyer is relying on his skill/judgment to select goods that are suitable for a purpose

25
Q

What is an example of the implied warranty of fitness for particular purpose?

A

Pharmacist suggesting a certain toothpaste, and then you rely on his skill/judgment

26
Q

Is it possible to disclaim an implied warranty of fitness for a particular purpose?

A

Yes, by any language indicating it is not being made

27
Q

What is CISG?

A

Convention for the International Sale of Goods. This is a treaty that deals with contracts for the sale of goods between parties in different countries. It doesn’t need SOF or PER, or even a writing, and the contract can be approved by any means

28
Q

If a term is added to a contract, how does that relate to a conflicting term?

A

It is preferred over the conflicting term

29
Q

If it isn’t clear if language is a condition or promise, what will the court say?

A

Promise

30
Q

How are written addendums treated in reference to preprinted terms?

A

Preferred over preprinted terms

31
Q

If intent cannot be determined, how should the contract be resolved?

A

Against the drafter because he is responsible for the lack of clarity