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29 Cards in this Set
- Front
- Back
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R.2d 213
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Parol Evidence Rule
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R.2d 209
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PER - Is there a writing?
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R.2d 210
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PER - Partially or completely integrated?
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R.2d 214
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PER - Traynor approach - extrinsic evidence always available to explain, clarify, or define a term.
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R.2d 216
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PER - Agreement can be supplemented w/non-contradictory term if it is only partially integrated.
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R.2d 204
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PER - Where a court finds a valid K, it will fill in the gaps of the K.
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R.2d 238
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General rule of timing: absent a specific written term, dando ante faciendo, doing before paying.
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R.2d 238
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The longer performance goes first.
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DCC
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Each party's performance is conditional upon the substantial performance of the other party's prior owed duties.
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Mitigating Doctrines of Constructive Conditions
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1) Substantial Performance, 2) divisibility, and 3) restitution.
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R.2d 240
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Mitigating doctrine of constructive condition - Divisibility: performance can be divided into separate pairs of performances, each of which has individual utility.
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R.2d 203
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To explain an ambiguity, look to: 1) express conditions, 2) course of performance, 3) course of dealing, and 4) trade usage.
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R.2d 201
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Party with no knowledge of the other's attached meaning will prevail.
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R.2d 228
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Where interpretation is required, language is interpreted to be a promise, not be a condition.
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R.2d 241
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Material breach is defined as:
1) the extent to which the injured party will be deprived of the benefit which he reasonably expected 2) the extent to which the injured party can be adequately compensated for the part of that benefit of which he will be deprived 3) the extent to which the breaching party will suffer forfeiture 4) the likelihood that the breaching party will cure 5) whether the breaching party acted in good faith |
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R.2d 228
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Personal satisfaction clause; subject to good faith
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R.2d 347
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Expectancy damages
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R.2d 374
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Restitution in favor of party in breach
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R.2d 371
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Restitution interest
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UCC 2-601
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Perfect Tender Rule: a seller of goods must deliver goods that are conforming in quality, quantity, and shipment details. If goods fail to conform, a buyer can:
1) reject the whole 2) accept the whole 3) accept any commercial unit or units and reject the rest |
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UCC 2-508
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Softens the Perfect Tender Rule. Allows a seller to cure, either before law day or a reasonable time after.
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R.2d 243
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Defines a total breach
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R.2d 251
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Request for adequate assurance
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R.2d 253
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Failure to provide adequate assurances is a material breach.
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R.2d 350
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Limitation on damages: avoidability
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R.2d 351
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Limitation on damages: foreseeability
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R.2d 352
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Limitation on damages: certainty
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R.2d 261
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Impracticability
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R.2d 265
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Frustration of purpose
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