Terms of the Contract

Question 1

Parol Evidence Rule

Answer 1

Underlying purpose: final written version of a deal is more reliable than anything said or written earlier. Essence of PER is exclusionary effect of written K on earlier (or contemporaneous) agreements as possible source for terms.

Question 2

Integration

Answer 2

written agreement that court finds is the final agreement (triggers the PER).

Question 3

Partial Integration

Answer 3

written and final, but not complete

Question 4

Complete Integration

Answer 4

written, final, and complete

Question 5

Merger Clause

Answer 5

K clause such as “this is the complete and final agreement” (persuasive, not conclusive)

Question 6

Parol Evidence

Answer 6

words of party(ies); before integration into writing; can be oral or written.

Question 7

Reformation

Answer 7

equitable action to modify written K to reflect actual agreement. (PER flag trigger).

Question 8

Ways to Determing Terms in Contract

Answer 8

A. Course of Performance: Same people, same K (most persuasive)
B. Course of Dealing: Same people, different but similar K (ie can be used to allow acceptance w/o communication if past dealings created a reasonable commercial expectation).
C. Custom and Usage: Different people, different but similar K (lease persuasive).