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36 Cards in this Set
- Front
- Back
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Can a bargain be enforced if it is so indefinite that a court cannot determine its material terms with reasonable certainty or fashion an appropriate remedy for breach?
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(1) No.
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What are the two requirements for a contract to be unenforceable due to indefiniteness? [Implication of Reasonable terms]
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(1) The omissions must be material (2) The court must be unable to supply the necessary terms through the process of implication.
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May a contract be enforced if it leaves essential terms uncertain? [Lack of essential terms—academy Chicago publishers v. Cheever]
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(1) No. (2) As long as the essential terms are there, there is a contract. Here the contract did not specify the length and content of the proposed anthology of the deceased.
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How can some terms can be supplied to supplement an indefinite contract?
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(1) Some missing terms may be supplied by operation of law, or by subsequent agreement. (2) So long as the basic essentials are definite, omissions of other terms does not frustrate their intention to be bound.
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In a contract with indefinite terms, is a greater degree of certainty required for specific performance or for damages?
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(1) For specific performance. Specific performance requires a greater degree of certainty than that for damages.
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Can normal business practices be used to supplement a contract that lacks definite essential terms? [indefiniteness]
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(1) Yes.
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Under the UCC, (2-204), as long as WHAT will a contract be enforceable even if terms are left open [INDEFINITENESS]
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(1) As long as the parties intended to contract and an appropriate remedy is available.
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[UCC§2-305 INDEFINITENESS] If the parties intend to conclude a sale even though no price is specified, what will be applied?
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(1) A reasonable price at the time of delivery will be applied.
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[UCC§2-308 INDEFINITENESS] If the place of delivery of goods is not specified, what will be applied?
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(1) The seller’s place of business is used.
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[UCC§2-309 INDEFINITENESS] If no time is specified, what will be applied?
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(1) A reasonable time for shipment
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Under the UCC, will a bargain be enforceable even if the contract omits price, place of delivery, time for shipment and time for payment?
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(1) Yes.
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Does every contract governed by the UCC impose an obligation of good faith in its performance or enforcement?
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(1) Yes.
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Under the common law, will bargains that are made in which the parties explicitly reserve some term to be agreed upon in the future be enforceable?
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(1) No.
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Under the UCC and Restatement second section 32, illustration 8, will bargains that are made in which the parties explicitly reserve some term to be agreed upon in the future be enforceable? Under what conditions?
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(1) Yes, where the parties manifested intent to conclude a contract.
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Where parties have contemplated a written memorial, when is there a contract?
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(1) Where the parties contemplated a written memorial, there is a contact if it was intended only as an evidentiary memorial of the fully consummated oral agreement, but no contract if the parties did not intend to be bound unless and until a writing was executed.
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Is a renewal provision in a lease enforceable if it specifies that the rent is to be agreed upon by the parties, and the parties cannot agree? [application to lease agreement—Joseph martin, Jr., Delicatessen, Inc. v. Schumacher]
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(1) No. (2) An agreement to agree in which a material term is left for future negotiations, is not, by itself, enforceable.
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May a property owner’s agreement to negotiate in good faith and to withdraw the premises form the market during the negotiations bind the owner for a reasonable period of time? [Obligation to negotiate in good faith—channel home centers v. Grossman]
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(1) Yes
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What is the test for whether agreements from parties that agree to negotiate in good faith may constitute a binding contract?
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(1) Whether both parties manifested an intention to be bound by the agreement; (2) The terms of the agreement are sufficiently definite to be enforced; and (3) There was consideration.
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If two parties have entered a preliminary agreement in which some terms have been left open and in which the parties have reserved a right of final approval on various issues, are the parties bound to negotiate toward a final contract in good faith? [Binding Preliminary Agreements—Teachers Insurance and Annuity Association of America v. Tribune Co.,]
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(1) Yes (2) Parties cannot kill the deal by simply refusing to sign the documents for a reason not within the scope of the agreement.
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Where a party relies to his detriment on a primes made by another, and such detrimental reliance is forseeable to the other party, can the relying party recover damages? [Detrimental reliance on promises made during negotiation—Hoffman v. Red owl Stores, Inc.]
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(1) Yes. (2) The doctrine of promissory estoppel is applied here. (3) This is applied even if the promise the plaintiff relied on does not contain all of the necessary essential elements to form a contract
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What are the elements of promissory estoppel?
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(1) A promise (2) Substantial reliance (3) Detriment (4) Injustice unless damages are granted (5) Forseeability of reliance by the plaintiff.
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Define: The Parol Evidence rule
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(1) If an agreement has been reduced to a writing that the parties intend as the final and complete expression of their agreement (ie an integration), evidence of any earlier oral or written expressions, or of any contemporaneous written expressions, is not admissible to very, add to, or contradict the terms of the writing. Such evidence is termed “parol evidence.”
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What is the rationale of the parol evidence of rule—reliability of writings?
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(1) The inherent policy of the law favors written agreements as opposed to alleged oral agreements that conflict therewith.
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What is the substantive and procedural aspect of the parol evidence rule?
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(1) Procedural: excludes parol evidence at trial (2) Substantive: Setting bounds of what constitutes the contract between the parties.
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Define: Integration
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(1) The final contract. That the parties intended the writing of the contract to be the final complete expression of their agreement.
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How does Integration play a role in the parol evidence rule?
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(1) Before the rule applies, it must appear that thee parties intended the writing to be the final, complete expression of their agreement.
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What are the exceptions to the Parol Evidence rule—Where parol evidence is admissible despite a complete integration:
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(1) To show sham, forgery, failure of consideration, or failure of conditions; (2) To show fraud, duress, or mistake; (3) To prove the existence of a condition precedent to the written agreement; (4) To show that t the parol agreement was separate; or (5) In certain circumstances, to explain or interpret the written terms.
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Must an oral agreement be separate to be admitted? [Separate agreement—Mitchill. V. Lath]
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(1) Yes (2) The agreement is not collateral. The subject is closely related to eh subject to the written contract; the terms would likely have been covered in eh original contract
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When a term is such that it “might naturally be made as a separate agreement,” is the contract integrated with respect to that term? [Partially Integrated Agreement—Masterson v. Sine]
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(1) No. (2) If a contract has only been partially integrated (only part of the agreement is reduced to a final, complete writing), parol evidence can be introduced to prove those elements of the agreement that were not put in writing.
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Is proof of an additional oral term denied if the term limits but does not contradict a written term? [Additional oral term--Hunt foods and industries, Inc. v. Doliner]
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(1) No
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Must the courts apply the plain meaning of the language in a contract even if it results in unfairness to one party? [Refusal to consider Parol evidence despite unfairness—Steuart v. McChesney]
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(1) Yes (2) The basic rule of contract interpretation is that when the words of a written contract are clear and unambiguous, the parties intent is to be discovered only from the express language of the contract.
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May a court consider parol evidence to show the meaning of terms of a contract so long as the language of the contract is susceptible to the proponent’s interpretation? [Liberal approach to use of parol evidence—Pacific Gas & Electric Co. v. G.W. Thomas Drayage & Rigging co.]
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(1) Yes (2) The proper test of admissibility of extrinsic evidence to explain the meaning of a written contract is whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible.
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In California, is a party to a contract entitled to present extrinsic evidence of an intention, even if it is contrary to clear, unambiguous contract language? [Scope of Pacific Gas & Electric Co—Trident Center v. Connecticut General Life Insurance Co.,]
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(1) Yes (2) The contract language in this case is perfectly clear and leaves no room for the interpretation advocated by P.
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Define: Plain Meaning rule
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(1) The rule prohibits the use of all forms of extrinsic evidence to help interpret a written contract unless the contract is ambiguous on its face. The plain meaning of language depends on context.
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What does the Parol Evidence rule prohibit?
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(1) The parol evidence rule prohibits the courts from considering expressions outside the contract to vary, add to, or contradict the terms of a writing intended to be the final and complete expression of the agreement.
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May a contract term that specifically provides for a price to be established as of the date of delivery e modified by the trade usage and course of performance of the parties? [Implied Duty to Act in Accordance with Trade Usage—Nanakuli Paving & rock Co. v. Shell Oil Co.,]
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(1) Yes. (2) If a trade usage is so commonly practiced in a locality that a party should be aware of it, the usage of trade is not limited to one practiced by members of the party’s own trade
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