Terms Of k Flashcards
Parol evidence rule
Can’t introduce evidence of agreements made surrounding the written K
Exceptions to parol evidence rule
Adding partially integrated writing that doesn’t contradict or K silent
Defense to formation
Explain vague term
Correct typo or error
How do courts look at K
As a whole with terms having ordinary meaning
Parties courts of dealing
Course of performance
Trade/usage
Warranties
- Express
- Implied
Express warranty
Description of good or statement of fact
Implied Warrant
- Implied warranty of merchantability- merchant guarantees that good fit for ordinary foreseeable purpose
- Warrant of fitness for particular purpose: buyer who comes with special purpose
Can a seller disclaim an express warranty?
No but can disclose implied warranty (sold “as is”)
Who bears the risk of loss if seller is a merchant?
Seller bears risk until buyer in possession
Who bears the risk of loss of seller is not a merchant?
Risk of loss passes upon tender if goods (tells where good is/how to get it)
Common Carrier cases
Merchant Seller: risk passes to buyer when good delivered to UPS
Non merchant seller: risk of losses passes when at buyer’s destination
Shipment K
FOB + Sellers location
Destination K
FOB + Buyers location
