What are the Terms? Flashcards
Trade and Custom rule
To bind a party by a usage in the trade, it must be shown either 1) that the party had knowledge of the existence of a trade usage, or; 2) that the usage is so well established as to justify constructive knowledge.
Parol Evidence CL § 213
1) A binding integrated agreement discharges prior agreements that its inconsistent with them (may not contradict); 2) a binding completely integrated agreement discharges prior agreements to the extent they are within its scope (may not supplement).
Parol Evidence UCC 2-202
Terms with respect to which the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included there in may not be contradicted by evidence of any prior agreement but may be explained or supplemented by 1) course of performance, course of dealing, usage of trade (1-205, 1-303).
Course of Performance UCC 1-303(a)
is a sequence of conduct between the parties to a particular transaction that exists if: 1) the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party, and ; 2) the other party, with knowledge of the nature of the performance and opportunity of objection to it, accepts the performance or acquiesces to it without objection.
Course of Dealing UCC 1-303(b)
sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
Usage of Trade UCC 1-303(c)
is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question.
Express Terms UCC 1-303(e)
The express terms of an agreement and any applicable course of performance, dealing, or usage of trade must be construed when ever reasonable as consistent with each other. If such construction is unreasonable: 1) the express terms prevail over course of performance, dealing and usage of trade, 2) course of performance prevails over dealing and trade, 3) course of dealing prevails over trade.
