Terms and Obligations of K

Question 1

Rest §205, UCC §1-304

Answer 1

Every contract has an implied duty of good faith

Question 2

Can you define good faith?

Answer 2

No, it varies by the particular facts and circumstances. Sometimes defined as the absence of bad faith/ parties shirking off/inducing breach; acting against the spirit of the K. (Uses Cases as an example)

Question 3

Fair dealing

Question 4

Good faith cases

Answer 4

Stop & Shop v. Ganem

Question 5

Bad faith cases

Answer 5

Goldberg Corp v. Levy

Question 6

Stop & Shop v. Ganem

Answer 6

Turns on tenant’s purpose for doing what they did & this was done for a good reason

Question 7

Gap Fillers, Illusory Promises, Warranties, Parole Evidence Rule.

Answer 7

Is Gap fillers UCC only?

If there are material elements missing what does the Case Law/Rest. Say?

Illusory Promises –

Warranties:

Parole Evidence Rule: Contradictory vs. Supplementary Terms

Total Integration
No C or S

Partial Integration
No C, but can S

No Integration
Can have C and S

Can you have total integration for a part of a K?