Interpretation and Parole Evidence

Question 1

Rules used by courts for interpretation

Answer 1

Contra preferentum - if there is ambiguity, it favors the person who did not draft the agreement
Noscitur a sociis – known by the company it keeps; words accompanying limiting words will be seen as modifying
Expressio Unius Est Exclusio Alteris - if language such as “not limited to” is not included, then a list of A, B and C DOES NOT include D…E…etc  this applies to specific lists
Ejusdem Generis – if generic language of a list is included, only items similar to the list are included, Ex) if lease says “eviction for bad cause…including nonpayment and drugs…” then it would NOT be viewed to include things very different from this list (link having too big a dog)  this applies to generic list

Question 2

Interpretation burden lies with…

Answer 2

Party construing the term more narrowly

Question 3

Parol Evidence Rule

Answer 3

can prior oral agreement be heard by the trier of facts

Question 4

Parol Evidence tests

Answer 4

Common Law:
Appearance/4CornersTest: Does it appear complete
Separate Consideration Test: Separate agreement w separate consideration
Natural Omission Test: Burden is on “evidence bringing party” to prove that this of course could be omitted
UCC:
Certain Inclusion Test – Unless it would have certainly been included, it is; a pro-evidence position – a higher standard

Question 5

UCC Parol Evidence differences

Answer 5

Certain inclusion test used

Can always add two different forms of evidence (even if fully integrated):

(1) evidence that is an additional term; AKA doesn’t run contrary
(2) evidence of course of dealing, course of performance or trade usage

Question 6

When courts will ALWAYS hear Parole Evidence

Answer 6

Reformation – If the contract is so bad or incomplete, will accept parol evidence
Condition Precedent – If the term is an oral precedent, will accept
Fraud – If contract is alleged as fraud will also do this

Question 7

SoF - Suretyship

Answer 7

When Debtor (D) has a debt given by lender (L) under the promise that the surety (S) guarantees the debt, only the L to S relationship is within the statute

Exception:
Leading Purpose Exceptions to Suretyship SoF – Exception occurs if the main purpose (somewhat of an arbitrary line) is to guarantee the debt is for the surety’s own good, not for sort of, for example, moral reasoning

Question 8

SoF - Land

Answer 8

Incomplete terms - watch out

Exceptions: Partial performance (substantial performance)
Partial performance is only acceptable to overcome the statute if it includes moving onto land, making changes, and an amount of money transferred; you can however get your money back, just nothing else

Question 9

SoF - Goods

Answer 9

Statute of Frauds is valid for purchases over $500, any writing does not have to have all the details; does need quantity of goods

Exception:
SoF is valid unless: (a) two merchants, and writing has been sent within a reasonable time, other merchant has 10 days to object; (b) specially manufactured goods; (c) any party has admitted of the contracts formation

Question 10

Promissory Estoppel and SoF

Answer 10

PE > Statute of Frauds and will trump, must still show detrimental reliance that was foreseeable by offeror and justice can only be avoided by enforcement. This is PE on steroids, and remedy can be modified “as justice requires” and requires “clear and convincing evidence”