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7 Cards in this Set

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Whose Result Prevails-201
a. Where the parties have attached the same meaning to a promise or agreement or a term thereof, it is interpreted in accordance with that meaning
b. Where the parties have attached different meanings to a promise or agreement or a term, it is interpreted in accordance with the meaning attached by one of tehm if at the time the agreement was made:
i. That party did not know of any different meanings attached by the other, and the other knew the meaning attached by the first party, or
ii. That party had no reason to know of any different meaning…and the other party knew the meanings
1. Could result in no mutual assent occurring
Rules in Aid-202
a. Words and other conduct are interpreted in the light of all the circumstances and if the principal purpose of the parties in ascertainable it is given great weight
b. A writing is interpreted as a whole, and all writings that are part of the same transaction are interpreted together,
c. Unless a different intention is manifested
i. Where language has a generally prevailing meaing, it is interpreted in accordance with that meaning
ii. Technical terms and words of art are given their technical meaning when used in a transaction within their technical field
d. Where an agreement involves repeated occasions for performace by either party with knowledge of the nature of the performace and opportunity for objection to it by the other, any course of performace accepted or acquiesced in without objection is given great weight in the interpretation of the agreement
e. Wherever reasonable, the manifestations of intention of the parties to a promise or agreement are interpreted as consistent with each other and with any relevant course of performance, course of dealing, or usage of trade.
Standard of Preference in Interpretaion-203
a. Express terms are given greater weight than course of performance, course osf dealing, and usage of trade, course of performace over course of dealing or trade usage, course of dealing is given greater weight than usage of trade…
b. Specifics are given greater weight than general language
c. Separately negotiated or added terms are given greater weight than standardized terms or other terms not separately negotiated
Duty of Good Faith and Fair Dealing-205
a. Every K imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement
Interpretation against the Draftsman
a. IN choosing among the reasonable meanings of a promise or agreement or a term thereof, that meaning is generally preferred which operates against the party who supplies the words or from whom a writing otherwise proceeds
Interpretation favoring the public
a. In choosing among the reasonable meanings of a promise or agreement or a term thereof, a meaning that serves the public interest is generally preferred
Unconscionable K or Term
a. If a K or term thereof is unconscionable at the time the K is made a court may refuse to enforce the K or may enforce the remainder of the K without the unconscionable term, or may so limit the application of any unconscionable term as to avoid any unconscionable result