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Contract Interpretation and Supplementation :star: - Coggle Diagram
Contract Interpretation and Supplementation :star:
Interpretation
Is the contract ambiguous?
Yes :check:
Resolve the Ambiguity
Parol Evidence Rule
:star:
Exclusions
Evidence or prior contemporaneous oral/written agreement is admissible to establish:
Meaning of an ambiguous term
Gap Fillers
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Whether a writing is integrated
Defense to formation or enforcement
Ground for granting or denying remedy
Subsequent contract modifications
Condition precedent to effectiveness
Integrated or Partial Writing?
Integrated
Prior statements and writings NOT admissible :no_entry:
Unless
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Partially Integrated
Some terms left out
UCC presumes a writing is partially integrated UNLESS the parties have certainly included a disputed term in the writing
No :red_cross:
Apply plain language :no_entry:
Supplementation
Has the Contract been Performed? Or is Performance Excused?
Conditions
Constructive Conditions of Exchange (CCE)
One party's performance is conditioned on the other side's performance
Common Law
CCE will be satisfied if there is not a material breach
UCC
Perfect Tender Rule
Express Conditions
Must be strictly satisfied
Excuse of Performance
Impracticability
Frustration of Purpose
Warranties
Implied Warranty of Merchantability
Implied Warranty of Fitness for a Particular Purpose