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Interpretation of terms of a K (gap-fillers?)
- 1) Plain meaning rule
- 2) Custom and usage in the industry
- 3) Course of performance between the parties (conduct on the same K)
- 4) Course of dealing between the parties (conduct on similar K's)
- 5) If Mistake or Ambiguous terms, or battle of the forms -- see above
Modification of the terms of a K
- 1) CL, new consideration required
- 2) UCC, no consideration needed as long as made in good faith
- 3) Modification may need to satisfy the SoF if the terms of new K fall w/in it
Parole Evidence Rule
- 1) Prior oral or written, or oral contemporaneous agreement
- 2) is inadmissible to vary, modify, or contradict
- 3) an integrated agreement intended as a complete and final expression of the parties.
- parties have put their agreement in writing, which the court considers final
- Complete Integration: written and final and complete
- Partial Integration: written and final, but NOT complete
- K provision states this is the complete and final agreement
- Persuasive (relevant) but NOT conclusive
Parol Evidence definition?
stmt (oral or written) of one/both parties made BEFORE writing was signed (contemporaneous oral stmts too)
Parol Evidence Rule exceptions?
- 1) Post-contract statements and writings: PER does not apply
- 2) Mistake in integration (e.g., a typo): A court may consider parol evidence of such terms for the limited purpose of determining whether there was a mistake in putting the agreement in writing (not for purposes of contradicting the written deal)
- 3) Establish a defense to enforcement of the deal: PER doesn't apply (misrepresentation, fraud, duress); e.g., Parol evidence may be used to show that K is unenforceable due to an unsatisfied condition precedent to the existence of a contract.
- ------If the purpose of parol evidence is to get OUT of a K, then PE is okay
- 4) Explain the terms of the writing (resolve ambiguities): PE can be used; e.g., resolve ambiguity of the definition of chicken in the K
- 5) PE can add terms: ONLY if written agreement was only partial integration
1) No place of delivery agreed upon: sellers place of business, or place where goods are
Shipment Contract: how does seller complete obligations?
- seller completes its delivery obligation when it . . .
- 1) gets the goods to common carrier,
- 2) makes reasonable arrangements for delivery,
- 3) notifies buyer
- note: seller completes its delivery obligations BEFORE delivery is completed
Destination Contract: how does seller complete obligations?
seller doesnt complete obligation until goods arrive at dest.
Free On Board (FOB)
- always followed by name of city
- If city = where seller/goods located: shipment K
- If city = another city: destination K