Ambiguity

Question 1

Jurisdiction

Answer 1

IURIS = rights
Diction = speak
The right to declare what the parties rights are

Question 2

a government of laws , not men - John Adams

Answer 2

How do we know what the law says?
Who has the authority to decide ?
We let those two citizens determine what law will apply to their exchange within very broad limits.
Freedom of the individual freedom to contract is a fundamental cornerstone of western liberal democratic society
The courts have historically and continue to give great deference to the stated intent of parties to a contract

Question 4

How will contract interpretation help you?

Answer 4

help you figure out what a court will find a contract actually says
Help you figure out how courts determine what a democratically elected legislature intended when they passed a bill
Help you figure out how courts deal with those laws when their language apparently has more than one meaning
** They read the legal text and use techniques to deal with otherwise unresolvable ambiguity

Question 5

Harmonization

Answer 5

The process of reading two potentially conflicting statements so that each are given full and consistent meaning

Question 6

ambiguity

Answer 6

a word or statement that is reasonably susceptible to more than one meaning

Question 7

interpretation

Answer 7

the process of giving meaning to the symbols expressed by another

Question 8

The need for interpretation

Answer 8

“The meaning given to words or other conduct depends to avarying extent on the context and on the prior experience ofthe parties. Almost never are all the connotations of a bargainexactly identical for both parties; it is enough that there is acore of common meaning sufficient to determine theirperformances with reasonable certainty or to give areasonably certain basis for an appropriate legal remedy. See§ 33. But material differences of meaning are a standard causeof contract disputes, and the decision of such disputesnecessarily requires interpretation of the language and otherconduct of the parties in the light of the circumstances.” –Comment b to Rest. 2d. § 20

Question 9

Method of contract interpretation

Answer 9

Plain Meaning Rule
* Canons of Construction
* Mutual Misunderstanding
* Does One Party Have Reason to Know of the Other’sMeaning
?* Interpretation Against the Drafter
* Parol Evidence Rule
* Judicial Addition of Necessary Terms
* Interpretation of Conditions

Question 10

parole evidence rule

Answer 10

A rule excluding evidence or testimony about different terms thanthose that are in a contract intended to be the final expression of theparties’ intent
* Interpretation of the term or clause must be
:* Different* Than the final expression of the parties’ intent
* Is the term different, or is it actually consistent? Does it just addterms? Does it just supplement pre-existing terms?
* Is the written contract the final expression, or was this onlyintended to express part of the final agreement? (Is it partiallyintegrated)

Question 11

Plain meaning rule

Answer 11

courts look to contract alone to determine the intent of the parties
if the language within the four corners of the contract of the contract is unambiguous the parties intentions are determined from the plain meaning of the contractual

Question 12

weight of evidence

Answer 12

a court may weigh competing evidence of the parties interpretation of a contract term in order to determine what meaning they actually ascribed to it

Question 13

objective theory again

Answer 13

course of dealing
course of performance
usage of trade

Question 14

frigalment

Answer 14

cable gram using chicken
accepted shipment
witnesses testified that chicken needed qualification

Question 15

interpretation against drafter

Answer 15

in choosing among the reasonable meanings of a promise or agreement of term, a party who supplies the words in question will suffer an interpretation adverse to it

Question 16

Restatement 2d § 20 – Effect of Misunderstanding

Answer 16

(1)There is no manifestation of mutual assent to an exchange if the parties attach materially differentmeanings to their manifestations and
a) Neither party knows or has reason to know themeaning attached by the other;
b) Each party knows or each party has reason toknow the meaning attached by the other.
(2)The manifestations of the parties are operative inaccordance with the meaning attached to them by oneof the parties if
a) That party does not know of any different meaningattached by the other, and the other knows themeaning attached by the first party; or
b) That party has no reason to know of any differentmeaning attached by the other, and the other hasreason to know the meaning attached by the firstparty

Question 17

Restatement 2d 201-2 whose meaning prevails

Answer 17

Where the parties have attached different meanings to apromise or agreement or a term thereof, it is interpretedin accordance with the meaning attached by one of themif at the time the agreement was made
a) That party did not know of any different meaningattached by the other, and the other knew themeaning attached by the first party; or
b) That party had no reason to know of any differentmeaning attached by the other, and the other hadreason to know the meaning attached by the first party

Question 18

Dealing with ambiguity

Answer 18

no mutual assent
oswald v allen raffles wichellaus
In the Raffles v. Wichelhaus case, the dispute revolved around a contract for the sale of cotton. Here are the key details:

Parties Involved:
Raffles: The cotton supplier.
Wichelhaus: The cotton purchaser.
Contract Details:
Raffles agreed to sell 125 bales of Surat cotton to arrive via the ship called the Peerless from Bombay.
However, there were two British ships named Peerless arriving in Liverpool from Bombay—one departing in October and another in December.
Raffles intended the cotton to arrive via the December Peerless, while Wichelhaus believed it was for the October Peerless.
Issue:
The central question was whether Wichelhaus should be bound by the agreement to buy cotton from Raffles’s Peerless.
Court Ruling:
The court found that the contract was ambiguous regarding the ship’s name.
Since there was no consensus ad idem (meeting of the minds), the two parties did not agree to the same thing, rendering the contract nonbinding.
This case exemplifies mutual mistake, where both parties misunderstood the contract1.
In summary, the Raffles v. Wichelhaus case underscores the importance of clear contract terms and the impact of latent ambiguity on enforceability.

Question 19

dealing with ambiguity

Answer 19

weight of evidence reason to know
frigalment importing v bns int sales
case
In the case of Frigaliment Importing Co. v. B.N.S. International Sales Corp., the dispute centered around a contract for the sale of chicken. Here are the key details:

Parties Involved:
Frigaliment Importing Co. (Frigaliment): A Swiss company that offered to buy chicken.
B.N.S. International Sales Corp. (BNS): An American corporation that interpreted Frigaliment’s order for “chickens.”
Contract Details:
Frigaliment intended to purchase only young chickens suitable for broiling and frying (broilers).
BNS, which was new to the trade, interpreted Frigaliment’s order for “chickens” as encompassing all types of chicken.
The market rate for fowl (older chickens) at the time was $0.30/lb., while broilers were between $0.35 and $0.37/lb.
Both the cablegrams exchanged by the parties and the contracts stated that the chicken was to be “Grade A, Government Inspected,” and the Department of Agriculture’s regulations were incorporated by reference.
BNS primarily shipped fowl to Switzerland.
Legal Issue:
The central question was whether the term “chicken” in the contract included broilers or only fowl.
Court Ruling:
The court considered expert testimony and evidence from both parties.
Frigaliment’s expert claimed that “chicken” meant broilers in the trade, but his own contracts used specific terms like “broilers” or “fowl.”
BNS’s suppliers differentiated between “chickens” and “fowl” but also asked whether BNS wanted “fowl or frying chickens” when BNS requested “chickens.”
Ultimately, the court found that in the trade, the term “chicken” encompasses both broilers and fowl.
The Department of Agriculture’s grading regulations also include broilers and fowl in the definition of “chicken.”
In summary, the case highlights the importance of clear contract terms and the challenge of interpreting trade-specific language

Question 20

dealing with ambiguity

Answer 20

construction against drafter
joyner v Admas
case
In the case of Joyner v. Adams, the dispute centered around a lease agreement for property. Here are the key details:

Plaintiff: Joyner leased property to Defendant Adams.
Lease Provision: The lease provided for the suspension of a rent increase for a specified time if there was complete development of the subdivision during that time.
Facts:

The property was initially leased to Brown.
In 1975, due to financial difficulties, Defendant Adams was substituted as the tenant.
The rent increase was suspended to allow Adams to subdivide the property.
The condition for suspension was that Adams would complete the subdivision during this period.
At the end of the suspension, most lots had buildings and separate leases, but one lot remained undeveloped.
Issue:

The parties disagreed on whether Adams met the subdivision requirement for suspending the lease.
Court Ruling:

The court held that the maxim construing a contract provision against the drafter did not apply in this case.
The maxim applies to contract construction, not contract interpretation.
It was unclear whether Plaintiff Joyner was the actual drafter of the provision.
On remand, the trial court should consider whether Adams had reason to know Joyner’s meaning and whether Joyner knew Adams’s meaning.
If Adams knew Joyner’s meaning and Joyner didn’t know Adams’s meaning, Joyner’s claim would succeed.
In summary, the court emphasized the distinction between contract construction and interpretation, and the case highlights the importance of clear communication in lease agreements

Question 21

dealing with ambiguity

Answer 21

parole evidence
n the case of Middleton v. Carter, the dispute likely involves the parol evidence rule. Let’s explore this concept:

The parol evidence rule specifically pertains to contract law. It addresses the use of extraneous or superfluous evidence (such as oral or written agreements) that was not part of the original written contract.
Once parties have reduced their agreement to a written contract intended to be the final and complete statement of their agreement, evidence of terms that would supplement or contradict it is generally not admissible.
The rule aims to ensure that parties’ written contracts are interpreted solely based on their written provisions, without considering oral testimony of prior agreements or separate declarations.
Essential elements of a contract include offer, acceptance, and consideration.
There are exceptions to the parol evidence rule, such as when fraud or serious mistake is involved, or when evidence is needed to illustrate an ambiguity or clarify terms.
Remember that the parol evidence rule is a crucial aspect of contract interpretation, emphasizing the importance of clear and comprehensive written agreements

Question 22

dealing with ambiguity

Answer 22

judge supplies terms not included
Sun printing
case
Certainly! Let’s delve into the Sun Printing & Publishing Assn. v. Remington Paper & Power Co. case:

Facts:
The defendant agreed to sell the plaintiff 1,000 tons of paper per month from September 1919 to December 1920, totaling 16,000 tons.
The contract specified that the price for the first month was agreed upon.
However, the contract left open the price for subsequent months, to be agreed upon between the parties fifteen days prior to the expiration of the previously agreed term.
Notably, the contract did not establish a default length of time for the subsequent terms.
Issue:
The central question was whether an option contract existed.
The agreement manifested an intention to agree on the price and term length, with a maximum default price set.
However, no default length of time was explicitly established.
Holding:
The Appellate Division’s decision was reversed in favor of the defendant.
Reasoning:
Because the parties did not address the contingency of failing to agree on the term length, implying a length of term would effectively rewrite the contract.
Time is as essential to a contract as price, and the absence of a specified term rendered the defendant not bound to the contract.
Comments:
A dissenting view argued that both parties intended to be bound by a contract.
The court could have dealt with the contract month by month or fixed it for the remaining twelve months.
However, the majority decision emphasized the importance of clarity in contract terms.
This case underscores the significance of precise contract language and the impact of missing essential terms on enforceability