Parol Evidence

Question 1

What happens when there is a previous agreement that is not in the written contract.

Answer 1

Parol Evidence is admissible

Question 2

○ Merger Clause - creates a strong presumption that it is fully integrated but that presumption can be challenged by any of the following:
○ Extent of Former Negotiations - If there is one verbal exchange btwn the parties & they send a written doc with the integration clause, that might not be the
○ Business sophistication of the parties
○ If one of them does not have an attorney
○ Document susceptible to additional terms. The doc was so small that there is no way to include another term even if there was one

Answer 2

Considerations the court looks at to see if a contract is completely integrated

Question 3

Consistent? No
Contradictory? No.
If under UCC, yes to Course of Dealings / Course of Party’s Performance / Usage of Trade
Exceptions? Yes

Answer 3

Complete Integration

Question 4

○ Consistent additional term or supplemental agreement to the written contract. You can admit evidence if the contract is partially integrated. This can be admitted. Yes.
○ Contradictory can never be admitted. No.
○ Exceptions. Yes.
Resolve ambiguity
Condition
Any defense to the formation of the contract that can void the contract itself (fraud / mistake)

Answer 4

Partial Integration

Question 5

To establish a Consistent terms regardless of whether it is fully or partially integrated, you can admit:
○ Course of dealing -
○ Course of party’s performance - how you performed the contract in the past & what did you do this time that was different… does you objective behavior mean you knew there was another term
○ Usage of trade - what everyone else in the industry does.

Answer 5

Parol Evidence under UCC

Question 6

Affirmation of a fact that a thing is true & gives rise to damages for indemnification if the thing is not true or if the warranty fails

Answer 6

Warranty

Question 7

Go thru 3 element analysis, either thing is true or its not:
1. Statement of facts
2. Relating to goods
3. Part of the basis of the bargain

Answer 7

Express Warranty - explicitly stated

Question 8

1. Merchantability - A merchant will accept it to sell it to someone else.
   You bought a good & its good enough that you would resell it to someone else.
2. Habitability - would a person be able to live here (common law implied warranty)
3. Fitness for a particular purpose -
   Buyer says what they need
   Seller needs to exercise judgment to give the buyer what he needs
4. Title - the thing you sold, you actually own

Answer 8

Implied Warranty

Question 9

The act or event; is separate from any parties responsibility to make that event or occurrence happen.

Answer 9

Condition