1/47
Looks like no tags are added yet.
Name | Mastery | Learn | Test | Matching | Spaced |
---|
No study sessions yet.
Parol Evidence
Written or oral statements made prior to or at the same time as a final written agreement that are not included in that final agreement.
Parol Evidence Rule (PER)
Limits the extent to which extrinsic evidence can be introduced to alter or contradict the terms of a written contract.
Total Integration
The writing is considered final and complete, making any omitted contradictory terms inadmissible.
Partial Integration
The writing confirms certain terms but does not account for all agreed terms; additional consistent terms may supplement it.
Contradictory Term
A term that directly conflicts with the writing, rendering it inadmissible under the PER.
Consistent Additional Term
A term that does not contradict the written agreement and may provide further detail or clarification.
UCC 1-303
Outlines definitions of Course of Performance, Course of Dealing, and Usage of Trade for contract interpretation.
Implied Term
A stipulation recognized by law as part of the parties’ agreement even if not explicitly stated.
Frustration of Purpose
When an unforeseen event undermines a party's primary purpose for entering the contract, thus excusing performance.
Anticipatory Repudiation
Occurs when a party indicates through words or actions they will not perform their duties under the contract before performance is due.
Material Breach
Failure to perform a significant contractual obligation, allowing the non-breaching party to suspend performance or seek damages.
Perfect Tender Rule
Under UCC, requires that goods delivered must conform exactly to the terms of the contract.
Buyer’s Right to Revoke Acceptance
A buyer may revoke acceptance of goods if their nonconformity substantially impairs their value.
Conditions Precedent
An event that must occur before a party’s duty to perform is triggered.
Constructive Conditions
Implied conditions created by courts from the promises exchanged in an agreement.
Notice & Cure
The requirement for an injured party to notify the breaching party of breach and provide opportunity to remedy.
Parol Evidence
Refers to any written or oral statements made prior to or at the same time as a final written agreement that are not included in that agreement.
Parol Evidence Rule (PER)
Limits the extent to which extrinsic evidence can be introduced to alter or contradict the terms of a written contract.
Total Integration
The writing serves as a complete and final integration of the agreement, making prior agreements conflicting with that writing inadmissible.
Partial Integration
A writing that confirms some but not all terms of the agreement; such a writing may be supplemented by additional consistent terms.
Ambiguity Exception
Parol evidence may be admissible to explain ambiguous terms in a contract.
UCC 1-303 Definitions
Defines Course of Performance, Course of Dealing, and Trade Usage for contract interpretation.
Material Breach
Failure to perform a significant obligation that allows the nonbreaching party to suspend performance and seek damages.
Anticipatory Repudiation
Occurs when one party indicates by words or actions that they will not perform their duties under the contract before performance is due.
Frustration of Purpose
When an unforeseen event undermines a party's primary purpose for entering the contract, excusing performance.
Conditions Precedent
An event that must occur before a party's duty to perform is triggered.
Implied Term
A stipulation recognized by law as part of the agreement, even if not explicitly stated.
Integration Types
Three types of integration in contract law: Total, Partial, and None.
Ambiguity Exception
Parol evidence is admissible to explain ambiguous terms in a contract.
Implied Duty of Best Efforts
An implied obligation for parties to exert reasonable efforts in fulfilling exclusive dealing agreements.
Notice and Cure
The principle that an injured party must be given notice of a breach and an opportunity to cure it before further legal action.
Performance Standards
Parties must perform their contractual duties according to the standards of commercial reasonableness as defined by UCC.
Material Terms
Essential terms within a contract that must be sufficiently defined to avoid ambiguities.
Waiver of Conditions
A party may waive the requirement of a condition in a contract, often involving considerations of fairness and reliance.
Collateral Agreements
Separate agreements that can stand alongside a primary contract without being subject to the Parol Evidence Rule.
Course of Dealing Impact
Prior conduct between parties that can inform the interpretation of terms in current contracts.
Expectation Damages
Damages awarded to cover what a party expected to receive from a contract, as opposed to reliance or restitution.
Parol Evidence Definition
Parol evidence includes any oral or written statements made prior to or at the same time as a final written agreement that are not included in that agreement.
Purpose of the Parol Evidence Rule
The rule protects the integrity of written contracts from unreliable or perjured testimony about oral terms not included in the final writing.
Total vs. Partial Integration
Total integration means a contract is considered final and complete, while partial integration allows for consistent additional terms but no contradictions.
Contract Disputes and Parol Evidence
Parol evidence issues commonly arise during litigation when extrinsic evidence is presented to modify or clarify existing written contracts.
Implied Terms Rationale
Implied terms ensure fairness, represent intent, and improve efficiency in contractual agreements.
Built-in Flexibility
UCC allows for modification of contracts without consideration as long as it is done in good faith, differing from traditional rules that require consideration.
Conditions of Performance
Express conditions must strictly be met for performance obligations to take effect, while constructive conditions imply performance based on the parties' promises.
UCC 2-306 Summary
UCC 2-306 implies 'best efforts' promises for exclusive dealings, requiring parties to fulfill these obligations reasonably.
Material Breach Effects
A material breach allows the non-breaching party to suspend performance and seek damages, whereas substantial performance does not warrant such remedies.
Analyzing Changed Circumstances
Changed circumstances refer to unforeseen events that occur post-contract formation, affecting the parties' obligations to perform.