Contracts (Interpretation)

Question 1

Missing Terms

Answer 1

Under UCC, the default rule for missing price/time is reasonableness.
For open/requirements contracts, determinations of quantity must be made in good faith.

Question 2

Parol Evidence Rule

Answer 2

When parties adopt a writing as their agreement and intend that to be the full agreement, no evidence can be admitted to vary, contradict, etc., the obligations as they are written.

Question 3

Exceptions to Parol Rule

Answer 3

Fraud, Mistake, Duress, Conditions precedent, illegality

Question 4

Subsequent Agreements (PAR)

Answer 4

The PAR does not apply to agreements entered into after the execution of the written document. So, evidence of such agreements will be admissible.

Question 5

PAR and Interpretation

Answer 5

Parol evidence is admissible to explain or interpret the terms of a written contract, or to clarify ambiguous terms.