Interpretation Flashcards
1
Q
General Rule of Interpretation
A
Express terms control. Then courts look to course of performance, course of dealing, and trade usage
2
Q
Gap Fillers
A
UCC has default rules for terms that govern contracts for the sale of goods if no term is stated
3
Q
Parol Evidence Rule
A
Applies when a party wants to ADD a term from preliminary negotiations to a final written agreement
- if there is COMPLETE integration = no terms will be admitted into evidence
- if there is PARTIAL integration = consistent additional terms added
- Rule does NOT APPLY to: formation defense; interpretation of a term; failure of a condition precedent; a clerical error, or a later modification (FICCL)
