General Rules of Contract Construction Flashcards
1
Q
As a “Whole”
A
- K will be construed as a whole
- specific clauses will be subordinated to K’s general intent
2
Q
List of Rules
A
- as a whole
- ordinary meaning
- written/typed vs. printed
- determination: valid + enforceable
- ambiguities + party preparing K
- course of dealing
- usage of trade
- course of performance
- when rules conflict
3
Q
Ordinary Meaning
A
- ct construes words according to “ordinary” meaning unless clearly shown they were meant to be used in a technical sense
4
Q
Written/Typed vs. Printed Provisions
A
- if provisions appear inconsistent, written or typed provisions prevail over printed
5
Q
Valid + Enforceable
A
- courts generally try to reach determination that contract is valid + enforceable
6
Q
Ambiguities
A
- construed against party preparing the K, absent ev of intention of the parties
7
Q
Parties’ Course of Dealing
A
- sequence of conduct concerning previous transactions between the parties to a particular transaction that may be regarded as establishing a common basis of their understanding
8
Q
Usage of Trade
A
- practice or method of dealing, regularly observed in a particular business setting so as to justify an expectation that it will be followed in the transaction in question
9
Q
Course of Performance
A
- if K involves repeated occasions for performance by either party + other party has opp to object to such performance, any course of performance accepted or acquiesced to is relevant in determining meaning of K
10
Q
When Rules Conflict
A
1) express terms are given greater weight than course of performance, course of dealing, + usage of trade
2) course of performance is given greater weight then course of dealing or usage of trade AND
3) course of dealing is given greater weight than usage of trade