Extrinsic Evidence/PER/Integration/Who Knows What Else Flashcards
Define the California Approach to interpretation
If everyone interprets a contract the same way and there is no other way to interpret it then no extrinsic evidence will be allowed. But if there is multiple ways to read and interpret it then extra evidence will be allowed.
A VERY BROAD INTERPRETATION
Define: The Plain Meaning Rule
The rule that if a writing, or a provision in a writing, appears to be unambiguous on its face, its meaning must be determined form the writing itself without any extrinsic evidence.
What is the two stage process found on page 382 to use when doing the analysis of the Plain Meaning Rule
1) The judge must determine whether the language in the written agreement is ambiguous. If it is found to be unambiguous, then extrinsic evidence to its meaning will be excluded.
2) But if the language is found to be ambiguous, then extrinsic evidence will be examined to determine the meaning of the contract language.
What is the New York Rule in regards to contracts?
The fundamental, neutral precept of contract interpretation is that agreements are construed in accord with the parties’ intent. A written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms.
THE FOUR CORNERS OF THE DOCUMENT
Define: Unambiguous
A contract is unambiguous if the language it uses has a definite and precise use, has a definite and precise meaning, unattended by danger of misconception in the purport of the agreement itself, and concerning which there is no reasonable basis for a difference of opinion.
Will the term or phrase be allowed under the New York or California Approach?
1) Clear Term
2) Ambiguous Term
1) Clear Term: New York - Not Allowed; California- Will Allow
2) Ambiguous Term: NY - Will Allow; California - Will Allow
Difference between New York rule and California Rule
California will allow extrinsic evidence when the “meaning is reasonably susceptible” or the intent may differ from the meaning listed. New York will look at the four corners of the document almost exclusively.
Define: Vagueness
A word is vague when its applicability in marginal situations is uncertain, as is the case for the word “green” to describe a color.
Define: Ambiguous
A word is ambiguous when its has two entirely different connotations so that it may be at the same time both appropriate and inappropriate, as is the case for “light” when it applies to dark colored feathers.
What is the meaning of these maxims?
1) Ejusdem Generis:
2) Expressio Unius Est Exclusio Alterius:
3) Noscitur A Socciis:
4) Contra Proferentem:
1) “Of the same kind”
2) “The expression of one thing is the exclusion of another
3) “It is known from its associates”
4) “Against its author or profferer”
What is the difference between Interpretation and the Parol Evidence Rule
Interpretation- The word is already in the document, just need to decide what it means and how to apply it.
Parol Evidence Rule- Does the phrase get included into the document or not? There is a missing phrase and we must decide if it belongs in the contract.
The 8 ways to determine the meaning of a contract term from the Chicken Case:
1) Plain Meaning –> often from a dictionary
2) Language of the contract
3) Preliminary Negotiations
4) Trade Usage, Course of Performance, Course of dealings
5) Maxims (Latin Phrases)
6) Regulations
7) Economic Terms
8) Incorporation by Reference- Incorporating another document into a contract by stating it is included
