Terms of the Contract

Question 1

Modification - CL

Answer 1

Under common law, modification must be supported by consideration. Provision requiring modification to be in
writing even though modification would not otherwise fall within SOF is not
enforceable.

Question 2

Pre-existing duty rule (CL)

Answer 2

If party offers to pay more money to other party to guarantee completion of
contract on time, modification will be unenforceable due to lack of consideration. If party agrees to pay more money in exchange for earlier performance of
contract, there will be consideration because parties are changing their duties.

Question 3

Modification - UCC

Answer 3

Modification does not require additional consideration, as long as modification is
entered into in good faith by both parties.
A provision prohibiting oral modifications to a
sales contract is valid—even if modification would not otherwise fall within SOF.

Question 4

Accord & Satisfaction

Answer 4

When there is genuine dispute over validity of contract or amount owed, a party can
agree to accept different performance from what was agreed upon in contract.

Question 5

Accord

Answer 5

New agreement where party agrees to accept different performance than what
was agreed upon.

Question 6

Satisfaction

Answer 6

Occurs when different performance is completed by other party, which
discharges original contract duties and accord agreement duties.

Question 7

Parol Evidence Rule

Answer 7

Under PER, extrinsic evidence of oral or written communications prior to written contract are generally inadmissible for contradicting terms of contract.

Question 8

Parol Evidence Rule - Integration

Answer 8

The PER only applies if writing in question is “integrated” (i.e., intended to be final
agreement regarding terms of contract).
Court will look at the words in contract to determine if parties intended for it to
be a total or partial integration.

Question 9

Parol Evidence Rule - Total integration

Answer 9

Writing contains all terms of agreement. No parol evidence is admissible. If contract has “merger” clause stating that contract is
final and complete understanding of parties, it is likely to be a total integration.

Question 10

Parol Evidence Rule - Partial integration

Answer 10

Writing contains some of terms of agreement. Parol evidence is admissible to supplement writing, as long as it is consistent
with the writing and do not contradict any of terms.

Question 11

Parol Evidence Rule - Exceptions

Answer 11

Parol evidence rule does not apply and extrinsic evidence may be offered: (1) to establish a defense to formation or enforcement of contract; (2) if represents a distinct and separate contract; (3) if party asserts that there was an oral agreement that written contract would not become effective until condition occurred; and (5) for purpose of interpreting or clarifying an ambiguity in agreement.