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Contracts (interpertation (parol evidence rule (admissibility of prior…
Contracts
interpertation
preference to typed words
consumed as a whole
ambiguity- construed against drafter
gap fillers- UCC provides missing terms
to avoid- be explicit
warranties
implied for fitness for particular purpose
salesman who picks product out for buyer
direct representation
implied warranty of merchantability
every purchase
goods fit for ordinary purpose
express
created by seller
part of agreement if basis of bargain
modification
writing = conspicuous
"as is" / "with all faults" are acceptable
parol evidence rule (admissibility of prior negotiations)
relate to term or contract that is integrated
purpose for evidence being introduced
merger clause- contract is final word
interpreting ambiguity is fine
fully integrated = no parol evidence
UCC uses course of dealings/performance/usage of trade to fill in ambiguity
performance
conditions
implied
constructive (read into by court)
express
discharged by
impractical
frustrated
performance is illega
recinded
performance
breach
material breach- non breaching party is excused
minor- non breaching party is not excused
UCC-fail to conform in any way
accept
reject
accept part
revoke acceptance- value is substantially impaired
third parties
assignment
manifest intent to transfer
partials are valid
not
future rights under future conditions
substantially changes contractors risks/duties
illegal
delegation (3rd party fulfilling obligation)
does NOT relieve anyone of duties
novation- delagatee is liable to delagator
none delegation is valid
may NOT delegate personal service (reliance on quality of service)
beneficiaries
intended (standing to sue promisor)
incidental (no standing to sue promisor)
neither may sue promisee
formation
mutual assent
offer
termination
offeree
rejection
counter offer
mirror image rule (common law)
UCC- change of terms is not a counter offer
offeror
termination
acceptance-both- offor controls method
mail box rule- acceptance is valid upon dispatch
Consideration
bargained for
detriment to promisee
legal duty rule- must be NEW consideration
UCC only requires good faith
promissory estoppel
enforcement is necessary to avoid injustice
reasonable reliance
Promise
No defense to enforcement (important)
Statute of frauds
marriage
land
sale of goods $500 and above
anything not completed within a year
person answering for debt of another
executor using his own funds
requirements
signed by defendant
writing
common law= material terms
ucc= quantity of goods
lack of capacity (age/ mental/ intoxication when other party knows
illegality
unconscionably
mistake of fact
unilateral = no defense
mutual = defense
remedies
equitable
specific performance
unique objects/real estate
clean hands
laches (waiting too long)
NOT- service/ ongoing relationship
damages
expectation (rule)
reliance
restitution
liquidated damages clause
duty to mitigate (non breaching party)
UCC- depend if goods were delivered
Common law
real estate
service contracts
UCC- ONLY sale of goods
merchant?
Deals in goods of the kind
holds himself out by profession as having special skills