Contract interpretation

Question 1

Order of operations when interpreting contract language

Answer 1

1. Express terms
   - Subjective meaning: what do these terms mean to these parties
   - Objective meaning: prevailing, dictionary meaning of the terms expressed
2. Court of Performance: under this agreement; multiple installments?
3. Course of Dealing: other contracts between the parties
4. Trade Usage (how does the industry interpret)

Question 2

Raffles v. Wichelhaus

Answer 2

When court must interpret a term relation to a material aspect of a contract, and …
There is no subjective agreement by the parties as to its meaning, and …
Neither is actually aware of the other’s interpretation, and …
There is no ascertainable objective meaning either . . .
There there was never a contract

Question 3

Fligaliment v. BNS

Answer 3

If same meaning is interpreted - do that meaning.

One party is aware of disagreement? - Enforce ignorant parties meaning

Party is ignorant but had reason to know

Is there an objective meaning? - Enforce objective meaning

Question 4

Restatement interpretation

Answer 4

Subjective meaning: what do these terms mean to these parties
- Objective meaning: prevailing, dictionary meaning of the terms expressed
2. Court of Performance: under this agreement; multiple installments?
3. Course of Dealing: other contracts between the parties
4. Trade Usage (how does the industry interpret)

Question 5

UCC interpretation

Answer 5

Express terms shall control course of performance
And course of performance shall control both
Course of dealing and
Usage of Trade