Terms of a Contract Flashcards
The parol evidence rule excludes evidence of…
prior or contemporaneous agreements that contradict the terms of the final writing.
A writing will be considered a final integration if the writing…
was intended as a final expression of the agreement.
If an integration is partial, the writing may be…
supplemented by proving consistent additional terms.
The UCC presumes all writings are…
partial integrations.
A provision such as “this contract is limited to the terms herein,” is…
a merger clause, and will be considered a complete integration.
Parol evidence (is/is not) generally admissible to establish a defense to the formation of the contract.
is
If there is uncertainty or ambiguity in the written agreement’s terms or a dispute as to the meaning of those terms, parol evidence (can/can not) be received to aid the fact finder in reaching a correct interpretation of the agreement.
can
Contracts will be construed as a whole, so specific clauses will be…
subordinated to the contract’s general intent.
The court’s will construe words to their ____ meaning, unless it is clearly shown that they were meant to be used in a technical sense.
ordinary
Ambiguities in a contract are construed against…
the party preparing the contract, absent evidence of the intention of the parties.
A court will look to this heirarchy to interpret intention in a contract…
- Party’s course of performance;
- Party’s course of dealing; or
- Trade usage.
Under Article II, if a price term is ambiguous then the price term is ‘gap-filled’ as…
a reasonable price at the time of delivery.
Under Article II, if a place of delivery isn’t specified, the place is…
the seller’s place of business, otherwise, the seller’s home.
Under Article II, if the time for shipment or delivery isn’t specified, it will be due within…
a reasonable time.
Under Article II, if the time for payment isn’t specified, payment is due at…
the time and place at which the buyer is to receive the goods.
An express warranty is…
any affirmation of fact or promise made by the seller to the buyer that is part of the basis of the bargain.
A statement is part of the basis of the bagain if…
it came at such a time that the buyer could have relied on it when they entered into the contract.
Implied in every contract for sale by a merchant who deals in goods of the kind sold, there is a warranty that…
the goods are merchantable (fit for the ordinary purpose for which such goods are used).
For implied warranty cases, why does it not make a difference that the seller doesn’t know of a defect or that they could have discovered it?
Implied warranties aren’t based on negligence, but rather on absolute liability.
In Virginia, to establish a breach of the implied warranty, the buyer must show…
(1) the existence of a warranty,
(2) that the warranty was broken, and
(3) that the breach was a proximate cause of the loss.
An implied warranty of fitness for a particular purpose will be implied in a contract for the sale of goods whenever…
(1) any seller (merchant or not) has reason to know the particular purpose for which the goods are to be used and that the buyer is relying on the seller’s skill and judgment to select suitable goods; and
(2) the buyer in fact relies on the seller’s skill or judgment.
The warranty of merchantibility can be specifically disclaimed or modified only by…
mentioning merchantability. And, if the contract is in writing, the disclaimer must be conspicuous.
The warranty of fitness for a particular purpose can be specifically disclaimed only by a…
conspicuous writing.
A term is considered conspicuous if it is…
so written, displayed, or presented that a reasonable person against whom it is to operate ought to have noticed it.
