Ambiguity

Question 1

Fact finder looks at a party’s knowledge of another’s interpretation can lead to that interpretation controlling.

Answer 1

Weight of the Evidence

Question 2

The meaning that prevails is the one where:
a). That party did not know of any different meaning attached by the other, and the other knew the meaning attached by the first party; or
b). That party had no reason to know of any different meaning attached by the other, and the other had reason to know the meaning attached by the first party.

Answer 2

Weight of the Evidence

Question 3

A party will be charge with a term’s meaning advanced by the party if:
1. Does not know or have reason to know of a difference meaning other than their own AND
2. The first party knows or has reason to know of the other party’s intended meaning.

Answer 3

Reason to Know

Question 4

A party will be charge with a term’s meaning advanced by the party if:
1. The first party was entirely responsible for drafting the term at issue AND
2. The other party had no input into the negotiation & drafting process

Answer 4

Construction against the Drafter

Question 5

Ambiguity can negate assent if each party:
1. Attaches materially different meanings to a particular term AND
2. Neither knows or has reason to know the meaning attached by the other
OR
3. Each party knows or has reason to know of the meaning attached by the other.
Courts will find that the parties have not mutually assented.

This means there is no contract = no breach or liability

Answer 5

Negate Assent

Question 6

Gets resolved under Common Law because UCC does not have a provision that addresses it.

Answer 6

Ambiguity

Question 7

What happens when 2 ppl don’t agree on what a word means
When you see that question, how do you address it?
The first step is to:

Answer 7

Look at the 4 corners of the contract.