Interpretation

Question 1

UCC default rules: implied warranties

Answer 1

warranty of title and against infringement
warranty of merchantability
warranty of fitness for a particular purpose
(all can be excluded or modified)

Question 2

UCC: an affirmation of fact or promise made by S is

Answer 2

an express warrant

becomes part of the basis of the bargain

Question 3

UCC: description of the goods creates

Answer 3

an express warranty that the goods will conform to the description

Question 4

UCC: sample or model creates

Answer 4

an express warranty that the whole of the goods will conform to the sample or model

Question 5

UCC: if an express warranty conflicts w a limitation or disclaimer, who wins?

Answer 5

express warranty prevails

Question 6

UCC missing term: price will be

Answer 6

reas price at the time established by the K for DELIVERY of goods

Question 7

UCC missing term: place of delivery

Answer 7

seller’s place of business

Question 8

obligation of good faith and fair dealing in CL is defined as

Answer 8

GF: honesty in fact in the conduct or transaction concerned

Question 9

UCC obligation of good faith and fair dealing

Answer 9

honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade

Question 10

ambiguous lang: 1 party has a subjective understanding of a term that differs from other party, and other party has reason to know of the other party’s sbj understanding, it iwll be interepreted as

Answer 10

the subjective understanding

Question 11

Under the rule of contra proferentem, if an ambiguous term is included in the K,

Answer 11

it will be interpreted against the party who supplied the term during negotiations or drafting

Question 12

Under the doc of reasonable expectations, unambig may be interpreted…

Answer 12

against the drafting party if they conflict w the reasonable expectations of the other party, but usu ONLY to boilerplate terms

Question 13

trade usage

Answer 13

practice or method of dealing having such regularity of obervance in a place or trade as to justify an expectation that it will be observed w respect to the transaction in question
-always avail as an additional means of filling in contractual gaps or resolving contractual ambiguities

Question 14

course of dealing

Answer 14

pattern of conduct concerning previous transaction between the parties that is fairly regarded as establishing a common basis of understanding for interpreting their subsequent expressions and other conduct
-always avail as an additional means of filling in contractual gaps or resolving contractual ambiguities

Question 15

course of performance

Answer 15

when a K involves repeated occasions for performance by a party and the other party, w knowledge of the nature of the performance and an opp fr objection to it, accepts the performance or acquiesces in it without objection
-always avail as an additional means of filling in contractual gaps or resolving contractual ambiguities

Question 16

general rule on external evidence

Answer 16

parties may not offer external evidence to interpret Ks once they have been reduced to writing.

Question 17

parol ev includes

Answer 17

oral and doc evidence of negot and other comm bt the parties
and
comm that took place prior to or contemporaneously w the execution of the written K

Question 18

questions to ask to analyze whether parol ev can come in

Answer 18

1) what purpose is it being introduced for?

2) does it relate to a term or K which is integrated?

Question 19

full integration

Answer 19

terms are final discussion of the parties as to those specific terms.

• have not excluded any terms not within K
• cannot be contradicted by parol ev

MD: general integraion clause bars the use of parol ev to vary the express terms

Question 20

complete integration

Answer 20

complete and exclusive statement of all the terms.

• only terms contained in written K are part of the K
• cannot be supplemented by parol ev

MD: general integraion clause bars the use of parol ev to vary the express terms

Question 21

who determines full vs complete integration?

Answer 21

judge. can use parol ev to determine

Question 22

writing “contains the complete and entire agreement of the parties” or something like that

Answer 22

merger clause

probably completely integrated

Question 23

purpose for which parol ev is introduced:

to explain or interpret terms of a written K

Answer 23

maj: always
min: req threshold showing that term in q is ambig on its face

Question 24

purpose for which parol ev is introduced:

to supplement terms of a written K

Answer 24

always UNLESS it’s completely integrated

Question 25

purpose for which parol ev is introduced:

to contradict terms of a written K

Answer 25

always UNLESS it’s fully integrated

Question 26

parol ev rule will not allow in ev of

Answer 26

subsequent agreements/ mods entered into after the execution of the written K

Question 27

if an agreement is totally collateral, can parol ev come in?

Answer 27

yes- parol ev of the collateral agreement is allowed in

Question 28

for parol ev rule to come into play, it must be shown that there was a valid agreement. To prove there wasn’t, can parol ev be used?

Answer 28

yes, can use all extrinsic ev

Question 29

validity of a written agreement can be attacked:

Answer 29

• failure of an oral condition precedent to the agreement
• absence of consideration
• mistake or duress
• fraud
• reformation

so, parol ev and other extrinsic ev can be used ot show any of these