Duty of good faith and good dealing (implied terms)

Question 1

Implied terms but why?

Answer 1

Policy:
1) Good faith to increase commerce and trust.
2) Honesty

Question 2

Gap fillers in the UCC

Answer 2

when you have a contract to sell goods, you might not include certain terms. But the UCC will fill standards where there are gaps in terms.
UCC considers four things
1) trade customs
2) course of dealings
3) course of performance
4) warranties

Question 3

Simcala v. American Coal

Answer 3

Implications of a particular rule. Statutory interpretation. When it comes to state law interpretation, federal ruling on state laws does not create mandatory authority.

rule: the UCC prohibits unreasonably increasing or decreasing terms even when acting in good faith.

Contracts are common where the idea is that the buyer will basically tell the seller what they need.

Question 4

There is a story being told by both sides. “We have this agreement and it is way below what it is trying to be.”

Question 5

Parties to an existing contract that are negotiating for a modification to that contract bound by good faith. True or false?

Answer 5

True.

Question 6

Signifiant impact of assets

Answer 6

Brandon may properly demand cash only if he believes, with reason, that the prospect of payment is impaired.

Question 7

Interpretation: Integration

Answer 7

When there is document of expressed mutual assent, pieces of information in communication are considered.

Question 8

Nakuli v. Shell oil company

Answer 8

The new contract was not considered a course of performance and the page where you get that more clear is on 559.

Question 9

Plain meaning rule
(Greenfield v. Phillies)

Question 10

California variant rule

Question 11

Plainmeaning rule

Answer 11

More strict, the worthless fruit are a part of the contract. Extrinsic evidence is not going to be brought in unless the term is ambigious, we will use the four courners rule.

Question 12

Integration

Answer 12

An agreement that is not written is not integrated.

Question 13

Partially integrated

Answer 13

Not intended to be a final expression of terms or agreements

Question 14

Fully/completely

Answer 14

intended to be a final expression of terms of agreement.

Question 15

Contract versus integration

Answer 15

Terms of agreement vesure electornic version of the agreement.
Represents the totaltiy of te agreement versus reprsenation of certain aspects of the agreement.
Oral or written versus written only
Across one or more writings versus in one document.

Question 16

Aspect of integration regarding one document:

Answer 16

One document and it is clear that it is an integration document.

Question 17

In a statute of frauds context, the agreement was supposed to be in writing so there is no integration. This is a partially integrated meeting.

Question 18

For todays class, everything is integrated!

Question 19

Context requiring interpretation

Answer 19

1. Vague terms
2. Ambigous terms
3. Ambigious syntax
4. Term clear on face but party claims other meaning
5. Term conflicting with other meaning

Question 20

Formal maxims of interpretation

Answer 20

1. Context matters
2. general term and specific term restrict sale of farm together with cattles, hods, and other animals
3. Pro-specfic. Specific provisions control over general ones
4. Courts favor interpretations that
   a) give meaning the whole contract
   b) purpose of parties. Greater weight to parties’ intentions
   c) Anti-drafter less favorable to the drafter
   d) public interest favor public interest
5. Anti-boiler plate. Separately negotiated terms over boiler plate.
6. Pro-handwriting. Handwritten terms control over typewritten.

Question 21

Greenfield v. Philles Records (CoA of NY)

Answer 21

Brief facts: Plaintiff wanted the rights to release their music to new technological formats.
Abstract rule: Courts will consider the four corners of the contracts unless there is ambiguity.
Ruling: there is no ambiguity in the contract and therefore the terms listed on the contract should be upheld.

Question 22

Contextualist approach

Answer 22

1. Words have meaning only in context
2. In interpreting words, courts should look at:
   a) extrinstic evidence like:
   - writing
   - oral statements
   b) implied terms like
   - trade usage coiurse of dealings, course of performance (RST 202)
3. Extrinsic evidence admissible even if the contract appears clear on face.

Question 23

Framework of Contextualism

Answer 23

1. Is the meaning of a term clause at issue
2. What interpretation issue? vauge
3. What are possible interpretations?
4. What evidence is being introduced?
5. Is evidence TU, CD, CP etc?
6. Will evidence be admissible?
7. Is evidence admissible?
8. Do rules of construction apply?

Question 24

Pacific Gas v. GW Thomas

Answer 24

Brief Facts: something fell on PP&E and the plaintiffs sue for damages.
California Context rule: Words are not enough to show the intent of both parties and the courts can consider evidence that