III. Terms of K

Question 1

Pre-K Words of Parties & Parol Evidence Rule

Answer 1

• Integration
  
  • Written agreement that court finds is the FINAL agreement, triggers PER
• Partial Integration
  
  • Written & Final, but NOT complete
• Complete Integration
  
  • Written & Final & Complete
• Merger Clause
  
  • “This is the complete & final agreement”

Parol Evidence Rule:

• Limited to the WORDS of the parties
• Can be ORAL or WRITTEN
• Comes BEFORE the Integration

Question 2

Conduct

Answer 2

(1) Course of Performance: Same People, Same K
(2) Course of Dealing: Same People, Earlier K
(3) Custom & Usage: Other people, Similar K

Question 3

UCC

Answer 3

Delivery Obligations of Seller if shipment K:

• Get goods to Common Carrier
• Make Delivery Arragnements
• Notify Buyer

Risk of Loss if Common Carrier turns on whether shipment K

Risk of Loss if NOT Common Carrier turns on if seller is merchant:

• Receipt rule for merchant sellers
• Tender rule for others

Disputes over quality of delivered goods:

• Fit for ordinary purpose if seller regularly sells
• Fit for buyer’s special purpsoe if seller knows
• Look for “as is” / “w/all faults” to disclaim implied warranties
• Look for limitation of remedies of express warranties