Interpretation And Parol Evidence

Question 1

Missing price term UCC

Answer 1

Default rule is reasonable price at the time established by the K for the delivery of the goods.

Question 1

Ambiguous language

Answer 1

Can use trade usage or course of dealings to determine party’s intent.

Question 3

Open quantity

Answer 3

The party determining the quantity of the goods must make determination in good faith.
Either the buyer demanding delivery or the seller demanding purchase.
for output and requirement Ks

Question 4

Parol evidence rule

Answer 4

When the parties have committed the full K to writing, can’t introduce extrinsic evidence to modify, add to, or subtract from the terms.

Question 5

Exceptions to parol evidence rule

Answer 5

1. Fraud
2. Mistake
3. Illegality
4. Duress
5. Partial integration
6. Conditions precedent
7. Ks entered into after the writing

Question 6

No oral modification clause

Answer 6

If present, will exclude parol evidence on subsequent agreements.

Question 7

Nom clause under UCC

Answer 7

Presumptively valid.

* But could be voided if the disadvantaged party relies on it or parties perform in accordance there with.

Question 8

Parol evidence admissible to

Answer 8

Explain or interpret the terms of the written K or ambiguous terms.
show that parties used terms in non traditional way or spoke in code.
show written K was made from mistake, duress, or fraud.

Question 9

Condition precedent

Answer 9

Evidence that parties agreed to a condition precedent and that that condition failed, is admissible when both parties’ obligations would be discharged by that condition.