Breach (to add after CORE)

Question 1

parol evidence rule

Answer 1

when a contract is completely integrated, evidence of any other prior or contemporaneous oral or written agreements (negotiations) are not admissible to vary or contradict (OK to explain) the terms of the writing

Question 2

what does it mean for a contract to be completely integrated

Answer 2

parties to a contract have put in writing the final and complete expression of their agreement

Question 3

what does it mean for a writing to be partially integrated

Answer 3

it is a final expression of the agreement but not a complete expression of the agreement (only reflects part of the agreement, e.g., missing terms)

Question 4

how may evidence be used with partial agreements

Answer 4

only to supplement (not contradict) partially integrated writing with consistent additional terms

Question 5

when is writing completely integrated? (2 views)

Answer 5

1. if within the plain meaning of the four corners of the contract it appears intended to be the final and complete expression of their agreement
2. the existence of extrinsic evidence of an additional term (like an oral statement) shows that the original agreement was not meant to be an integrated contract

Question 6

parol evidence rule exceptions (4)

Answer 6

1. oral condition precedent
2. subsequent agreements or modifications
3. collateral agreements
4. attack validity of written agreement (show it did not become proper K)

Question 7

parol evidence: oral condition precedent

Answer 7

oral agreement that K would not be effective until a condition occurs

Question 8

parol evidence: subsequent agreements or modifications

Answer 8

PER only applies to prior/contemporaneous expressions

Question 9

parol evidence: attack validity of written agreement–what to point to

Answer 9

ambiguous terms, no consideration, mistake, duress, fraud, reformation to correct mistake

Question 10

default “gap filler” price if missing from CL K

Answer 10

reasonable value

Question 11

default “gap filler” duration if missing from CL K

Answer 11

employment at will, given assurance of job security

Question 12

default “gap filler” price if missing from UCC K

Answer 12

reasonable price as of delivery

Question 13

default “gap filler” time of delivery if missing from UCC K

Answer 13

reasonable time

Question 14

default “gap filler” time of payment if missing from UCC K

Answer 14

time and place of receipt by buyer

Question 15

default “gap filler” place of delivery if missing from UCC K

Answer 15

seller’s place of business

Question 16

default “gap filler” quantity if missing from UCC K

Answer 16

definite, certain term required