Content, Meaning, and Interpretation & Performance Flashcards
helpful to determine:
- what promises were made in the K
- a L exists
- no defense bars enforcement
- S/F is not applicable or is satisfied
rules in aid of interpretation
- words/conduct int. in light of all of the circumstances
- principal purpose of parties (if ascertainable) is given great weight
- a writing is int. as a whole & all other writings that are part of the same trx are interpreted together
- general/technical meaning of words prevails (unless otherwise agreed by parties)
- course of performance is given great weight
- manifestations of intent of parties are interpreted as consistent with each other and with any relevant COP/COD, or TU
- preference for an int. which gives the terms a reasonable and lawful meaning (rather than unreasonable/unlawful)
- express terms > COP > COD > TU
- separately negotiated/added terms are given greater weight than standardized terms/other terms not separately negotiated
parol evidence rule
when applicable, bars . . .
(1) use of PE to alter the term that the parties considered final in the K
(2) use of PE to add a term to a contract the parties considered fully expressed in the written K
does NOT apply to determining ambiguity!
if final or complete/exclusive –> PER does not apply!
PER terminology
final expression –> partially/integrated
complete and exclusive statement –> completely integrated
outside scope of PER
- interpreting ambiguous term
- showing COP, COD, TU
- evidence from separate/collateral agrmts (completely separate, subsequent agrmt)
- shows formation problems (ex. duress)
- shows grounds for granting a particular remedy
- shows modification
integrated agreement
writings constituting a final expression of one/more terms of agrmt
whether is integrated or whether complete/partial is to be determined by the court
where the parties reduce an agrmt to a writing which in view of its completeness and specificity reasonably appears to be a complete agreement (unless established by other evidence that it is not)
completely integrated agreement
IA adopted by the parties as a complete and exclusive statement of the terms of the agreement
partially integrated agreement
IA that is not completely integrated
contains only SOME of agreed upon terms
duty of good faith
every contract contains an implied covenant of good faith and fair dealing in the performance and enforcement of the K
objective standard
must take reasonable efforts
- if drafted –> parties have discretion
- if not drafted/left out –> courts will impose need BEST efforts
duty to try
duty not to interfere
terms implied in fact
agreed to by parties implicitly rather than explicitly
terms implied in law
selected by court to fill in gap
consistent with but not representing parties’ choice
COPCODUOT may be a source - presumed intent
gap fillers
courts use default provisions
only binding if parties did not agree to the contrary
public policies - UE, forfeiture, overreaching
forfeiture
the loss of compensation that results when a party loses his right to the agreed exchange after he has relied substantially, as by preparation or performance, or the expectation of that exchange
overreaching
gaining an unconscionable advantage of another, especially by unfair or deceptive means
seller output, buyer requirement
output –> seller drives output
requirement –> buyer drives requirements
occur in good faith
no party can demand/tender a quantity that is unreasonably disproportionate to a stated estimate (if there is one), or if not - to any normal or otherwise comparable prior output or requirement
