All Contracts II

What are the three big picture questions?

Is there a contract? If there is a K, was it breached? If there was a breach, is there a legal remedy?

What is a breach?

any non-performance when a performance is due.

what doctrines answer what a party's performance obligations are?

PER and Interpretation

What is parol evidence?

literally anything outside of a "final" writing

What does PER get you if you argue it successfully?

it excludes evidence

What categories does the PER exclude?

other terms not included in the writing AND context (context is another flashcard)

What's "context"?

how each party understood the agreement when they were negotiating it, and what they thought it was supposed to cover, mean, etc

How do you tell whether a missing term is “obvious” or “not obvious” in PER analysis?

A term is obvious if reasonable parties would certainly include it in the writing if they agreed to it. A term is not obvious if parties might reasonably assume it, discuss it orally, or omit it from the writing even if agreed upon.

Why does it matter whether a missing term is obvious or not obvious?

If a term is obvious, courts assume it was not agreed to if it is missing from the writing. If a term is not obvious, the court must continue the PER analysis (integration, collateralness, etc.).

What types of PER cases are there?

Supplementation, collateral, interpretation, and invalidation

What is supplementation?

using extrinsic evidence to add a term to the written agreement.