TERMS OF THE CONTRACT

Question 1

Parol Evidence Rule

Answer 1

like an evidence rule in the sense that
(1) the issue is whether evidence is admissible
and
(2) admissibility often depends on the purpose for which the evidence is to be introduced

Question 2

Integration (parol evidence)

Answer 2

written agreement that court finds is the final agreement triggers parol evidence rule

Question 3

Partial Integration (parol evidence)

Answer 3

written and final but not complete

Question 4

Complete Integration (parol evidence)

Answer 4

written and final and complete

Question 5

Merger Clause (parol evidence)

Answer 5

K clause such as, “this is the complete and final agreement)

*persuasive but not conclusive

Question 6

Parol Evidence (definition) (3)

Answer 6

1. words of the parties
2. before integration (before K in written form)
3. oral or written

Question 7

Parol Evidence fact patterns (5)

Answer 7

1. CHANGING/CONTRADICTING terms in written deal- NOT ADMISSIBLE
2. MISTAKE in integration (clerical mistake)- may consider such terms for limited purpose of deterring whether there was a mistake in integration
3. DEFENSES (getting out of a written deal)
   - does not prevent a court from considering evidence of earlier words for limited purpose of determining whether there is a defense to the enforcement such as misrep, fraud or duress
4. AMBIGUITY- does not prevent from considering to resolve ambiguities in written contract
5. ADDING to the written deal - consider if partial integration or adel terms would ordinarily be in separate agreement

Question 8

Course of Performance

Answer 8

same people same contract

Question 9

Course of Dealing

Answer 9

same people, different but similar contract

Question 10

Custom and Usage

Answer 10

different but similar people, different but similar contract

Question 11

Forms of Conduct (3)

Answer 11

1. course of performance THEN
2. course of dealing THEN
3. custom and usage

Question 12

Shipment Contracts (UCC) (3)

Answer 12

seller completes delivery obligation when it:
1. gets the goods to a common carrier
AND
2. makes reasonable arrangements for delivery
AND
3. notifies the buyer

*seller completes delivery obligation BEFORE delivery is completed

Question 13

Destination Contracts

Answer 13

seller does not complete its delivery obligation until the goods arrive at the destination

Question 14

FOB (UCC delivery obligations)(2 options)

Answer 14

FOB followed by city where SELLER or GOODS are means SHIPMENT F

FOB followed by any other city means DESTINATION F

Question 15

Risk of Loss Rules (4)

Answer 15

DO in ORDER

1. Agreement- the agreement controls
2. Breach- BP liable for any uninsured loss even though breach is unrelated to problem
3. Common Carrier delivery- from seller to buy upon completion of delivery obligation
4. “Catch all”- IS SELLER A MERCHANT?
   - shifts from merch-seller to buy upon receipt
   - shifts from nonmerch-seller when he or she “tenders” the goods

Question 16

Implied warranty of merchantability (2)

Answer 16

1. seller is a merchant

2. goods are fit for the ordinary purpose for which such goods are used

Question 17

Implied warranty of fitness for a particular purpose (2)

Answer 17

1. buyer has particular purpose

2. relying on seller to select suitable goods

Question 18

S of L (limitations on warranty liability)((FLORIDA))

Answer 18

4 years once TENDER MADE

(FLORIDA) written 5 yrs, oral 4 yrs)

Question 19

Privity (limitations on warranty liability)

Answer 19

if P didn’t buy goods from defendant, potential lack of privity issue (check FL)

Question 20

Buyers exam of goods (limitations on warranty liability)

Answer 20

no implied warranties as to defects which would be obvious on examination

Question 21

Disclaimer (limitations on warranty liability)

Answer 21

EXP- cannot be disclaimed
IMP- (merchantability/fitness) (2 ways)
1. conspicuous language of disclaimer mentioning merchantability
2. “as is” or “with faults”

Question 22

Remedies (limitations on warranty liability)(3)

Answer 22

doesn’t not eliminate warranties, simply limits or sets recovery for any breach of warranty

1. possible to limit even for exp warranties
2. general test is UNCONSCIONABILITY
3. prima facie unconscionable IF breach of warranty on consumer goods causes personal injury