interpretation

Question 1

what can ET, CP, CD, TU be used for?

Answer 1

can give meaning to, qualify or supplement terms of K

Question 2

what’s the basic purpose of the parol evidence rule?

Answer 2

ecludes extrinsic evidence offered to alter/vary unambiguous terms of K

Question 3

to what kind of info does the PE Rule apply?

Answer 3

applies to prior/contemporaneous info

Question 4

are oral and written K’s both subject to PE rule?

Answer 4

written K’s only

Question 5

what kind of evidence is blocked by PE Rule in fully integrated contract?

Answer 5

PE rule blocks ALL evidence from fully integrated, even consistent/additional

Question 6

what kind of info is blocked by PE rule in a partially integrated K?

Answer 6

contradictory info

Question 7

what kind of evidence is allowed by PE rule in partially integrated K?

Answer 7

explain/supplement terms of K

Question 8

how does PE rule apply to ambiguous terms?

Answer 8

PE rule does not block evidence needed to interpret ambiguous term

Question 9

define when a term is “ambiguous”

Answer 9

reasonably susceptible to more than one interpretation

Question 10

what’s the purpose of an adhesion contract?

Answer 10

eliminate bargaining over terms of tons of individual K’s - efficiency

Question 11

how is an adhesion K created?

Answer 11

drafted unilaterally by dominant party - “take it or leave it” - no opportunity to bargain

Question 12

how does the cout treat terms of adhesion K’s?

Answer 12

interpret ambiguities against drafter, won’t enforce unconscionable terms

Question 13

what makes a term in an adhesion K unconscionable?

Answer 13

customers are not bound to unknown terms which are “beyond range of reasonable expectation”

Question 14

what is the purpose of implied terms added by the courts?

Answer 14

effectuate assumed intent and public policy (prevent illusory promises)

Question 15

name two common law implied terms added by the courts

Answer 15

good faith/fair dealing, reasonable efforts

Question 16

when is the implied term of “reasonable efforts” most commonly used?

Answer 16

to prevent illusory promise - exclusivity of deal

Question 17

describe the implied term of “good faith and fair dealing”

Answer 17

honest efforts, retain abilities to receive benefits of K

Question 18

how do implied terms relate to express terms regarding enforcement of terms?

Answer 18

implied terms should NEVER be read to vary express terms

Question 19

what are UCC gap fillers used for?

Answer 19

to fill gaps where parties have not otherwise agreed to basic premises of K

Question 20

describe the UCC gap filler “Open Price Term”

Answer 20

reasonable market standard price will be used if none is specified

Question 21

describe the UCC gap filler “Absence of Specified Time for Delivery”

Answer 21

delivery takes place at seller’s place of business or residence if not specified

Question 22

describe the UCC gap filler “Absence of Specific Time Provisions”

Answer 22

reasonable time if no specific time

Question 23

what is the basic purpose of warranties?

Answer 23

to allocate risk of seller, who’s in the best position to know about the goods

Question 24

how is an express warranty created?

Answer 24

affirmation of fact by seller becomes part of the bargain

Question 25

what kinds of statements/things can create an express warranty?

Answer 25

affirmation of fact, promise, description fo goods, sample, sign in store,

Question 26

how does superior knowledge relate to creation fo an express warranty?

Answer 26

(superior knowledge) + (no qnalification fo statement as opinion) = affirmation of fact = EW

Question 27

does a buyer have to rely on seller’s info to create a breach of express warranty?

Answer 27

no reliance on seller’s info is needed

Question 28

does a statement AFTER a sale still create an express warranty?

Answer 28

yes, it’s considered to be a modification, which doesn’t require consideration under UCC

Question 29

when do implied warranties exist? do they have to be created?

Answer 29

implied warranties are ALWAYS held to exist unless expressly excluded or disclaimed

Question 30

when is an implied warranty of merchantibility created?

Answer 30

automatically becomes part of K for any SALE OF GOODS BY A MERCHANT with respect to goods of the kind unless expressly excluded from K

Question 31

when is there NOT a IWM?

Answer 31

if buyer had chance to examine goods and should have noticed defect

Question 32

define “merchantable goods”

Answer 32

pass without objection in the trade, of fair, average quality, fit for the ordinary purpose for which such goods are used

Question 33

when is there an IWFPP?

Answer 33

(1) seller knows or RTK of buyer’s particular purpose, (2) seller knows/RTK that buyer is relying on seller’s skill/judgment, buyer relies on that info

Question 34

is IWFPP applicable to sale of all goods, or just sales by merchants?

Answer 34

IWFPP applies to all sales of goods, not just to sales by merchants

Question 35

what’s the purpose of disclaiming warranties?

Answer 35

disclaimers eliminate any cause of action for breach of K

Question 36

how can you dsiclaim ALL implied warranties?

Answer 36

say “as is”

Question 37

how can you disclaim an IWM?

Answer 37

must mention merchantability and disclaimer must be conspicuous IF in writing

Question 38

define “conspicuous” as related to warranty disclaimers

Answer 38

such that a reasonable person would notice it, not just a slightly larger font

Question 39

how can you disclaim an IWFPP?

Answer 39

disclaimer must be conspicuous AND in writing

Question 40

how do express and implied warranties relate to each other in terms of enforcement?

Answer 40

express is favored over implied warranty if they’re contradictory