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Question 1

What is the UCC parol evidence rule?

Answer 1

Parol evidence can be used to explain or supplement a final expression, but not to contradict it

Question 2

What is the difference between common law and UCC parol evidence rule?

Answer 2

• CL: parol evidence cannot be admitted if there’s a total integration
• UCC: evidence can be admitted if it clarifies the meaning of terms even if the integration is total

Question 3

What is the order of importance for the triad?

Answer 3

1. course of performance
2. course of dealing
3. common usage of trade

Question 4

What is the rule about admitting triad evidence to a total integration?

Answer 4

It is allowed to supply additional terms but not to contradict the writing

Question 5

If there is a contradiction between a writing and triad parol evidence, what happens?

Answer 5

It is resolved in favor of the expressed term

Question 6

What is course of dealing?

Answer 6

Previous conduct between the parties that shows a basis of understanding to interpret expressions

Question 7

What is course of performance?

Answer 7

This follows the parties’ own private usage of trade developed in prior dealings with each other

Question 8

What is usage of trade?

Answer 8

Any practice that happens so often in a place or trade that an expectation it will be observed is justified

Question 9

How do you establish usage of trade?

Answer 9

Expert testimony

Question 10

Who is bound by usage of trade?

Answer 10

Any party that is or should be aware of it, like those involved in the trade

Question 11

Can usage of trade be used to contradict the plain meaning of language?

Answer 11

Yes, if it doesn’t totally negate it

Question 12

What are the two types of UCC warranties?

Answer 12

Express and implied

Question 13

What is a UCC express warranty?

Answer 13

Parties expressed something that created a warranty, and these can never be disclaimed once they are made. Ie: saying the car you’re selling has 10,000 miles on it

Question 14

What are the four different ways to create a UCC express warranty?

Answer 14

• DESCRIPTION of the goods
• affirmation of FACT about the goods
• PROMISE about the goods
• exhibition of SAMPLE or model

Question 15

What is an example of a description of the goods express warranty under the UCC?

Answer 15

Saying you’re selling a 1999 Cabriolet convertible

Question 16

What is an example of an affirmation of fact about the goods under a UCC express warranty?

Answer 16

Saying the car only has 5000 miles on it

Question 17

What is an example about a promise about the goods express warranty under the UCC?

Answer 17

Saying you will replace any defective parts within six months

Question 18

What are the three different kinds of implied warranties under the UCC?

Answer 18

• implied warranty of TITLE
• implied warranty of MERCHANTABILITY
• implied warranty of FITNESS for a particular purpose

Question 19

What is the implied warranty of title?

Answer 19

Seller warrants that he owns the goods and has a right to transfer them, giving Buyer a right to sue for breach if that is not the case

Question 20

Can you disclaim an implied warranty of title?

Answer 20

Yes, by using language or circumstances to show warranty is not being made. Ie: saying you will sell goods, but you don’t own them/or selling goods out of a trenchcoat in a back alley implies you don’t have good title

Question 21

What is an implied warranty of merchantability?

Answer 21

A promise that goods will be fit and safe for the ordinary purpose they are used (only applies to sellers that deal with goods of a kind)

Question 22

If a retail store sells its delivery truck to someone, does that have an implied warranty of merchantability?

Answer 22

No, because they are not in the business of selling trucks

Question 23

Can you disclaim an implied warranty of merchantability?

Answer 23

Yes, by using words like “as is” or “with all faults”

Question 24

What is the implied warranty of fitness for a particular purpose?

Answer 24

When the seller knows the buyer is relying on his skill/judgment to select goods that are suitable for a purpose

Question 25

What is an example of the implied warranty of fitness for particular purpose?

Answer 25

Pharmacist suggesting a certain toothpaste, and then you rely on his skill/judgment

Question 26

Is it possible to disclaim an implied warranty of fitness for a particular purpose?

Answer 26

Yes, by any language indicating it is not being made

Question 27

What is CISG?

Answer 27

Convention for the International Sale of Goods. This is a treaty that deals with contracts for the sale of goods between parties in different countries. It doesn’t need SOF or PER, or even a writing, and the contract can be approved by any means

Question 28

If a term is added to a contract, how does that relate to a conflicting term?

Answer 28

It is preferred over the conflicting term

Question 29

If it isn’t clear if language is a condition or promise, what will the court say?

Answer 29

Promise

Question 30

How are written addendums treated in reference to preprinted terms?

Answer 30

Preferred over preprinted terms

Question 31

If intent cannot be determined, how should the contract be resolved?

Answer 31

Against the drafter because he is responsible for the lack of clarity