Terms Flashcards
Parol evidence rule
keeps out evidence of a prior or contemporaneous agreement (either oral or written) that contradicts a later writing.
Jennifer Lopez signs a lease for the Grand Ballroom at the Beverly Hills Hotel for her wedding. J.Lo claims she could select any ballroom and has a fax from the Beverly Hills Hotel sent before the written lease supporting her claim. If J.Lo asks the court to reform [rewrite] the contract, can she get the fax into evidence?
No, because it contradicts the final writing.
Statute of Frauds vs Parol Evidence problem
If the fact pattern tells you that the parties only orally agreed it’s a SoF problem.
Common Law Exceptions to the Parol Evidence Rule (so the evidence gets in)
- correct a clerical error;
- establish a defense against formation
- interpret a vague or ambiguous term
- add to a partially integrated writing
Before J.Lo signed the lease, the manager told her the Grand Ballroom was soundproof. It’s not. J.Lo seeks rescission because of this misrepresentation. Can J.Lo get this evidence in?
Yes, to establish a misrepresentation defense.
The lease says nothing about sleeping arrangements. J.Lo claims that before signing the lease, the manager promised to throw in the bridal suite for free. Can J.Lo get this promise into evidence?
Yes, given the k is partially integrated, because there is no contradicting evidence.
A merger clause in CL contracts
indicates the contract is completely integrated.
You cannot introduce parol evidence.
Parol Evidence forms
Can be oral or written
Partial Integration
a final statement of the terms included, but not a complete statement of all terms agreed to.
Integration MBE study tip
It’s probably the wrong answer if you see partial or complete integration in the answer…
After signing the written lease, the manager promised J.Lo that the Hotel would throw in the bridal suite for free. Does the P.E.R. prevent J.Lo from getting this promise into evidence?
No, because the bridal suite promise happened after formation of the contract.
Parol Evidence Rule and later promises
Parol Evidence Rule is irrelevant to prove later events (e.g. later promises). Do modification analysis instead.
Course of performance
How parties performed under previous installments of this contract.
The best evidence of what the parties intended
Course of dealing
what the parties did under prior contracts with each other
Usage of trade
what other in the trade do in similar contracts (least important)
Express warranty
- description of the goods
- promised facts about the goods
- showing a sample or model
- but NOT an opinion as to the goods.
Examples of express warranties
- “this ring is solid 24 kt gold”
- “this computer is guaranteed for 2 years”
- seller ues sample or model;
- NOT if seller just says all his widgets are top notch or quality
phrase the Virginia 4th Circuit held does not create an express warranty
“Good quality ladder”
Implied warranty of merchantability
Guarantee that the goods are fit for their ordinary purpose.
Type of merchant subject to the implied warranty of merchantibility
Goods merchants
VA Implied Warranty Law
the implied warranty of merchantability arises even in the sale of used product
IWM examples
You buy a bicycle from Big Wheel Cycles. There is an IWM. If Big wheels sells you a delivery van, there is no IWM.
Implied warranty of fitness for a particular purpose elements
seller knows buyer has a special purpose and is relying on the seller to select suitable goods
IWFPP and merchant status
The seller does not need to be a merchant for the implied warranty of fitness for a particular purpose to apply
