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23 Cards in this Set
- Front
- Back
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§ 202 - RULES OF INTERPRETATION
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(1) WORDS ARE INTERPRETED AS A WHOLE IN LIGHT OF ALL THE CIRCUMSTANCES.
(2) MULTIPLE WRITINGS THAT ARE PART OF THE SAME TRANSACTION ARE INTERPRETED TOGETHER. (3) UNLESS A DIFFERENT INTENTION IS MANIFESTED, THE GENERALLY PREVAILING MEANING IS USED AND TECHNICAL TERMS AND WORDS OF ARE ARE USED AS THEY ARE WITHIN THEIR FIELD |
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§ 203 - ORDER OF PREFERENCE FOR INTERPRETATION
Express --> Course of performance --> course of dealing --> usage of trade. |
A) An interpretation which gives reasonable, lawful, effective meaning to all terms is preferred over an interpretation that leaves part unreasonable or unlawful
B) Express terms trump course of performance, course of dealing or usage of trade C) Specific and exact words trump general language D) Separately negotiated terms trump standardized terms |
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§ 204 - SUPPLYING OMITTED TERMS
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If an essential term is missing, a term reasonable in the circumstances will be supplied by the court
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§ 205 - GOOD FAITH & FAIR DEALING
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Every contract imposes each party with the duty of good faith and fair dealing in its performace
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§ 208 - UNCONSCIONABLE TERM
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If an unconscionable term was used in forming the contract, a court may omit the term to avoid an unconscionable result or refuse to enforce the contract all together.
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§ 209 - INTEGRATED AGREEMENTS
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1. An integrated agreement is a writing constituting a final expression of one or more terms
2. Integration is determined by application of the Parol evidence rule. 3. Writings that appear complete are taken to be integrated unless other evidence establishes that the writing did not constitute final expression. |
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§ 210 - COMPLETELY/PARTIALLY INTEGRATED AGREEMENTS
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1. Complete-Complete and exclusive statement of the terms
2. Partial-An agreement thats not complete Documents that appear complete on their face, may be decisive absent credible evidence to the contrary. |
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§ 211 - STANDARDIZED AGREEMENTS
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Assent to a standardized document is considered assent to an integrated writing with respect to the terms.
BUT where the other party has reason to believe the assenting party would not do so if he knew it contained a specific term, the term is not part of the agreement. |
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§ 213 - EFFECT OF INTEGRATED AGREEMENT
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A binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them
An integrated (final writing) that is not binding or that is voidable or avoided does not discharge prior agreements. BUT a non binding integrated agreement may render inoperable a term which would have been part of the agreement if it had not be integrated. |
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§ 214 - EVIDENCE OF PRIOR/CONTEMPORANEOUS AGREEMENTS AND NEGOTIATIONS
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Evidence of prior/contemporaneous agreements are only admissible if they acts a evidence that establishes whether the writing is not integrated or is fully/partially integrated or the meaning of the writing or illegality, fraud, mistake, lack of consideration.
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§ 217 - INTEGRATED AGREEMENT SUBJECT TO ORAL REQUIREMENT OF A CONDITION
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Where the parties to a written agreement agree orally that performance of the agreement is subject to the occurrence of the stated condition, the agreement is not integrated with respect to the oral condition.
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§ 219 - USAGE DEFINED
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USAGE IS HABITUAL OR CUSTOMARY PRACTICE.
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§ 222 - USAGE OF TRADE
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A usage of trade is a usage having such regularity of observance in a place, vocation or trade, including rules regularly observed even though particular rules are changed from time to time.
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§ 223 - COURSE OF DEALING
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A course of dealing is a series of previous conduct between parties which is fairly to be regarded as establishing a common basis for understanding and interpreting their expressions and other conduct.
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§ 224 - CONDITIONS
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A condition is an event, not certain to occur, which must occur unless its occurrence is excused before performance under a contract becomes due.
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§ 225 - EFFECTS OF NON-OCCURRENCE OF OF A CONDITION
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1. Performance of a duty subject to a condition cannot become due unless the condition can no longer occur.
2. Unless it has been excused, the nonoccurrence of a condition discharges the duty when the condition can no longer occur. 3. Nonoccurrence of a condition is not a breach by a party unless he is under duty that the condition occur. |
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§ 226 - HOW TO MAKE AN EVENT A CONDITION
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An event can be made a condition either by agreement of the parties or by a term supplied by the conduct.
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§ 227 - Standards of preference re: conditions
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In resolving doubts as to whether an event is made a condition of an obligor's duty and as to the nature of such an event, an interpretation that will reduce the obligee's risk of forfeiture (denial of compensation) is preferred.
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§ 236 - CLAIMS FOR DAMAGES
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Claim for total breach = all of injured party's remaining rights to performance
Claim for partial breach is one based on only part of the injured party's remaining rights |
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§ 262 DEATH OR INCAPACITY OF PERSON NECESSARY FOR THE PERFORMANCE
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If the existence of a particular person is necessary for the performance of a duty, his death or incap makes performance impracticable and is an event, the nonoccurrence of which was a basic assumption on which the contract was made.
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§ 263 - DESTRUCTION, DETERIORATION, NONEXISTANCE OF A THING
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If a specific thing is necessary for performance, its failure to exists, destruction or deterioration to the point of impracticability is an event, the nonoccurrence of which was a basic assumption on which the contract was made.
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§ 237 - EFFECT ON OTHER PARTY'S DUTIES OF A FAILURE TO RENDER PERFORMANCE
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It is a condition of each party's remaining duties to render performances to be exchanged under an exchange of promises that there be no material failure by the other party to render any such performance.
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§ 238 - EFFECT ON OTHER PARTY'S DUTIES OF A FAILURE TO OFFER PERFORMANCE
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When performances are to be exchanged simultaneously, it is the duty of both parties to perform or to offer performance of his part of the simultaneous exchange
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