Has Contract Been Performed Flashcards
Performance Issues
Parol Evidence Rule
Warranties
Conditions
Excuse of Performance Obligations
Parol Evidence Rule
Statements before formation up to the moment of formation. Thinking about admissibility of those statements
Parol Evidence Rule
Analysis
- Is there an integrated writing
2. How integrated is the writing
Parol Evidence Rule: Complete Integration
Contract expresses all terms of the agreement
Any statement made prior to or made contemporaneously with the writing will be inadmissible unless exception
Parol Evidence Rule
Partial Integration
There is a final writing but some terms aren’t included.
Statements made prior to or contemporaneously with the writing are admissible to supplement the writing, not to contradict it
Parol Evidence Rule
How to determine partial or full integration
Merger clause
Common law four corners
Second Restatement rule
PER
Common Law four corners rule
Court looks only at writing itself for evidence of intent.
If the written contract appeared to be detailed, then court will likely conclude it was totally integrated
PER
Second Restatement Rule
If under the circumstances, an extrinsic term of an agreement would naturally be omitted from a writing, then that term can be introduced, so long as it doesnt contradict the writing
PER
UCC integration
Presumes that a writing is, at most, only a partial integration; unless the parties would have certainly included a disputed term in the writing
Express Warranty
Promise that affirms or describes the goods and is part of the basis of the bargain (unless sellers opinion)
use of a sample or model creates an express warranty that goods will be like sample
Implied Warranty of Merchantability
Triggered when the seller is a merchant dealing with the goods at issue
Warrants that goods are fit for ordinary commercial purposes
How to Disclaim Implied Warranty of Merchantability
Can be done orally but use term merchantability
Look for very conspicuous language and look for term merchantability in writing
Implied Warranty of Fitness for a Particular Purpose
Triggered when seller has reason to know that the buyer has a particular use for the goods; and
the buyer is relying upon the sellers skill/expertise to select the goods
Warrants that the goods will satisfy this special purpose
