Kaplan Pfs 219-232 Gap Fillers

Question 1

What is an implied warranty under the UC see?

Answer 1

For any contract for the sale of goods, there is an implied warranty of good title, of the rightful transfer of the goods, and that no liens or security interest are attached to the goods

Question 2

What is the only way to override the implied warranty of title for sale of goods?

Answer 2

Do you specifically use language that says it, or circumstances were the buyer would have reason to know that the seller does not claim that the title is unencumbered

Question 3

What are the implied warranties that come with every sale of goods contract unless the parties specifically say they are not included?

Answer 3

– Warranty of title
– warranty of merchant ability
– warranty of fitness for a particular purpose

Question 4

What is the warranty of merchant ability?

Answer 4

The seller that is a merchant impliedly warrants that the goods are fit for their ordinary purpose

Question 5

What is the only time that warranty of fitness for a particular purpose applies?

Answer 5

Wen a person that is selling goods and play Atlee warrants that they are fit for the particular purpose of the buyer intends to use them if, at the time of contracting, the seller had reason to know that particular purpose, and that the buyer was relying on the seller skill or judgement to select reasonable goods

Question 6

What is the measure of damages for breach of warranty?

Answer 6

The difference at the time and place of acceptance between the value of the goods as excepted and the value of the goods that they would’ve been if they had been as warranted

Question 7

What is the default rule for employment contracts under the common-law? And what would be necessary to take it out of the default?

Answer 7

Employment at will is the default. If the parties expressed any other employment term, that takes it out of the default, as does an expressed oral or written assurance of job security they could also include policy documents like a personnel handbook

Question 8

What are the two definitions of good faith according according to its regular usage and also if you are a merchant?

Answer 8

– Regular: honesty in fact

– merchant: honesty in fact and the observance of reasonable commercial standards a fair dealing in the trade

Question 9

When there is ambiguous language, what meaning is generally assigned?

Answer 9

The objectively reasonable meaning of the term at the time of contracting instead of a subjective understanding by one of the parties

Question 10

If there is ambiguous language, usually it is interpreted according to its objective realdefinition. But what are two exceptions to this?

Answer 10

Dash if one party has a subjective understanding that differs from the other, and the other person knew or had reason to know of that different understanding. Then that subjective interpretation controls
– if both parties have the same understanding, then their understanding controls

Question 11

What is the rule of contra proferentem?

Answer 11

If an ambiguous term is in a contract, it is interpreted against the party who supplied the term.

Question 12

What is the doctrine of reasonable expectations?

Answer 12

Generally a contract is interpreted against the drafting party if an ambiguous term conflicts with a reasonable expectation of the other party. This often applies to insurance contracts and boilerplate contracts

Question 13

What is the difference between usage of trade, course of dealing, and course of performance?

Answer 13

– Usage of trade: any practice of dealing that has such regular observance in a place or trade that it is justified to expect it will be observed in this transaction
– course of dealing: a pattern of conduct from previous transactions between the parties that makes it fair to think that this is the common basis of understanding for current transactions
– course of performance: when a particular contract has repeated occasions for performance between the parties that have a knowledge of the performance and an opportunity to object to it, but they except the performance without objection

Question 14

What is the difference between a fully integrated contract and a completely integrated contract?

Answer 14

– Fully integrated: the terms in the contract are intended to be a final discussion
– completely integrated: the parties intend that the contract represents a complete and exclusive statement of all the terms

Question 15

Essentially when his parole evidence admissible?

Answer 15

Only to help explain things for a contract that was not fully integrated

Question 16

What is the time period for parole evidence of playing?

Answer 16

Parole evidence only applies to oral or written communications that are made prior to or contemporaneously with the written agreement. It does not apply to subsequent agreements entered after the written document was made

Question 17

What are collateral agreement and does the parole evidence rule apply to them?

Answer 17

They are agreements between the parties that are totally distinct from the written agreement of the contract at issue. So the parole evidence rule does not apply to this even if the initial contract was an integrated contract. I.e.: if the written contract was to sell a car, and then the parties Orly agreed that the person could park his car in the other persons garage each month, that part is a collateral agreement

Question 18

What are situations when the parole evidence rule will not bar oral evidence?

Answer 18

Dash if there was A condition precedent to the agreement that failed, the parties can provide oral evidence about it
– if there was no consideration
– if there was a mistake or the rest
– fraud
– reformation