3. Determining Terms Flashcards

1
Q

Parol Evidence Rule: Exception

A

♣ Agreements (oral/written) made after writing

♣ Evidence necessary to determine if there was a mistake in the process of reducing an agreement to writing

♣ Evidence concerning a party’s defense based on misrepresentation, fraud or duress

♣ Evidence used to resolve ambiguities about meaning parties intended to give particular terms in writing.

♣ Additional terms would ordinarily be in separate agreement.

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2
Q

Parol Evidence Rule

A

Evidence that is extrinsic to a written contract is inadmissible to supplement or contradict the written contract

♣ Applies if the writing is a complete integration

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3
Q

Delivery & Risk of Loss in UCC Contracts:

Goods shipped by common carrier (aka DHL)

A

♣ Shipment Contracts: seller only obligated to ship goods to buyer

♣ Destination Contracts: seller obligated to ensure goods reach buyer

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4
Q

Delivery & Risk of Loss in UCC Contracts:

Non-common carrier deliveries:

A
  1. Prior agreement of parties
  2. Breach: if one party is in breach, they are liable for any uninsured loss, even if unrelated to the breach
  3. Default: apply if the above factors are inapplicable
    o Merchant seller: risk of loss shifts to buyer once he takes physical possession of goods
    o Non-merchant seller: risk of loss shifts to buyer upon delivery
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5
Q

Delivery & Risk of Loss in UCC Contracts:

FOB [location]

A

Seller bears risk and expense of getting goods to named location at which point risk passes to buyer

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6
Q

WARRANTIES:

Types:

A
  1. Express warranty
  2. Implied warranty of merchantability
  3. Implied warranty of fitness for a particular purpose
  4. Limiting warranty liability
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7
Q

WARRANTIES:

Express warranty

A

♣ Affirmative promise about the quality or feature of a product
♣ Warranty will be breached if the product falls short of seller’s promise or description

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8
Q

WARRANTIES:

Implied warranty of merchantability

A

Seller automatically warrants goods are fit for their ordinary purpose

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9
Q

WARRANTIES:

Implied warranty of fitness for a particular purpose

A

♣ Seller warrants that goods are fit for buyer’s purpose if:
• 1. Buyer has a particular purpose
• 2. Buyer relies on seller to select suitable goods; and
• 3. Seller has reason to know of buyer’s purpose and reliance on seller

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10
Q

WARRANTIES:

Limiting warranty liability

A

♣ Contract can limit liability for warranties

♣ Disclaimers will not limit liability for express warranties.

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