Quiz 9 Flashcards
What does R(2) Section 213 state about the effect of integrated agreement on prior agreements (parol evidence rule)
o A binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them
o A binding completely integrated agreement discharges prior agreements to the extent that they are within its scope
o An integrated agreement that is not binding or that is voidable and avoided does not discharge a prior agreement. But an integrated agreement, even though not binding, may be effective to render inoperative a term which would have been part of the agreement if it has not been integrated.
What does R(2) Section 214 state about evidence of Prior or Contemporaneous agreements and negotiations
Agreements and negotiations prior to or contemporaneous with the adoption of a writing are admissible in evidence to establish
That the writing is or is not an integrated agreement
That the integrated agreement, if any, is completely or partially integrated
The meaning of the writing, whether or not integrated
Illegality, fraud, duress, mistake, lack of consideration, or other invalidating cause
Ground for granting or denying rescission, reformation, specific performance, or other remedy
What does R(2) section 215 state about contradiction of integrated terms
Except as stated in the preceding section, where there is a binding agreement, either completely or partially integrated, evidence of prior or contemporaneous agreement or negotiations is not admissible in evidence to contradict a term of the writing.
What does R(2) Section 216 state about Consistent Additional Term
Evidence of a consistent additional term is admissible to supplement an integrated agreement unless the court finds that the agreement was completely integrated/
An agreement is not completely integrated if the writing omits a consistent additional agreed term which is
* Agreed to for separate consideration, or
* Such a term as in the circumstances might naturally be omitted from the writing
What does UCC 2-202 state about Final Written Expression: Parol Evidence Rule
*Final written expression: Parol or Extrinsic Evidence
o Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a recoding intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented
By course of performance, course of dealing, or usage of trade
By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement
Comment 3: If the additional terms are such that, if agreed upon, they would certainly have been included in the document in the view of the court, then evidence of their alleged making must be kept from the trier of fact
What does R(2) section 201 state about whose meaning prevails
Where the parties have attached the same meaning to a promise or agreement or a term thereof, it is interpreted in accordance with that meaning.
o Where the parties have attached different meanings to a promise or agreement or a term thereof, it is interpreted in accordance with the meaning attached by one of them if at the time the agreement was made
That party did not know of any different meaning attached by the other, and the other knew the meaning attached by the first party; or
That party has no reason to know of any different meaning attached by the other, and the other had reason to know the meaning attached by the first party.
o Except as stated in this section, neither party is bound by the meaning attached by the other, even though the result may be a failure of mutual assent.
What does R(2) section 202 state about rules in aid of interpretation
o Words and other conduct are interpreted in the light of all circumstances, and if the principal purposes of the parties is ascertainable it is given great weight
o A writing is interpreted as a whole, and all writing that are part of the same transaction are interpreted together
o Unless a different intention is manifested
Where language has a generally prevailing meaning, it is interpreted in accordance with that meaning
Technical terms and words of art are given their technical meaning when used in a transaction within their technical field
o Where an agreement involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection is given great weight in the interpretation of the agreement
o Wherever reasonable, the manifestations of intention of the parties to a promise or agreement are interpreted as consistent with each other and with any relevant course of performance, course of dealing, or usage of trade
What does R(2) section 203 state about standards of preference in interpretation
o In the interpretation of a promise or agreement or a term thereof, the following standards of preference are generally applicable:
An interpretation which gives a reasonable, lawful, and effective meaning to all the terms is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect
Express terms are given greater weight than course of performance, course of dealing, and usage of trade, course of performance is given greater weight than course of dealing or usage of trade, and course of dealing is given greater weight than usage of trade
Specific terms and exact terms are given greater weight than general language
Separately negotiated or added terms are given greater weight than standardized terms or other terms not separately negotiated.
What does CISG Article 8 state about the parol evidence rule?
- For the purposes of this convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was
- If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances
- In determining the intent of a party of the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages, and any subsequent conduct of the parties
What does R(2) section 216 state about Interpretation Against the Draftsman
o In choosing among the reasonable meanings of a promise or agreement or a term thereof, that meaning is generally preferred which operates against the party who supplies the words or from whom a writing otherwise proceeds.
What does R(2) section 211 state about Standardized Agreements?
o Except as stated in subsection (3), where a party to an agreement signs or otherwise manifests to a writing and has reason to believe that like writings are regularly used to embody terms of agreements of the same type, he adopts the writing as an integrated agreement with respect to the terms included in the writing.
o Such a writing is interpreted wherever reasonable as treating alike all those similarly situated, without regard to their knowledge or understanding of the standard terms of the writing.
o Where the other party has reason to believe that the party manifesting such assent would not do so if he knew that the writing contained a particular term, the term is not part of the agreement.
