Restatement Flashcards
§175
When duress makes a contract voidable
- action of one party creates a threat that leaves another party no reasonable alternative
- if threat is made by a non-party, contract is voidable unless other party relied in good faith without reason to know of duress
§176
When a threat is improper
- threat is improper if…a) crime/tort, b) criminal prosecution, c) civil process or threat made in bad faith, d) breach of duty of good faith and fair dealing under a contract with the recipient
- threat is improper if the resulting exchange is not on fair terms, and a) harm recipient and not significantly benefit party making threat, b) prior unfair deals, c) use of power of illegitimate end
§195
Term exempting from liability for harm caused intentionally, recklessly or negligently
- part that caused harm in exepmt by public policy
- free under public policy if a) employer exempt from action of employee, b) duty of public service, c) similarly protected class
- term exempting a seller of a product from his special tort liability for physical harm to a user or consumer is unenforceable on grounds of public policy unless the term is fairly bargained for and is consistent with the policy underlying that liability
§213
Effect of integrated agreement on prior agreements (Parol Evidence Rule)
- binding integrated agreement discharges prior agreements to the extent it is inconsistent with them
- binding completely integrated agreement discharges prior agreements
- integrated agreement that is not binding or voidable does not discharge a prior agreement
§214
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
1, integration 2. ambiguity 3. voidablitility 4. remedies
§1
Contract Defined
A contract is a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty
§203
Standards of Preference in Interpretation
In the interpretation of a promise or agreement, the following standards of preference are applicable
a) reasonable, lawful, and effective meaning preferred to unreasonable, unlawful, or of no effect
b) most weight: express, course of performance, course of dealing, then trade usage
c) specific and exact greater than general language
d) separately negotiated or added terms are given greater weight than standardized terms
§206
Interpretation Against the Draftsman
In choosing among the reasonable meanings of a promise or agreement, that meaning is generally preferred which operates against the party who supplies the words of from whom a writing otherwise proceeds
§205
Duty of Good Faith and Fair Dealing
Every contract imposes upon each party a duty of good faith and fair dealing in its perfomance and its enforcement
§211
Standardized Agreements
- Except as stated in Subsection (3) , a party adopts the writing as an integrated agreement with respect to the terms included in the writing
- 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
- 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.
§212
Interpretation of Integrated Agreement
1) the interpretation of an integrated agreement is directed to the meaning of the terms of the writing or writings in the light of the circumstances, in accordance with the rules stated in this chapter
2) question of interpretation is determined by a trier of fact if it depends on the credibility of extrinsic evidence or on a choice among reasonable inferences to be drawn from extrinsic evidence. Otherwise determined as question of law.
