Contracts Outline

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48 Terms

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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.

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Parol Evidence Rule (PER)

Limits the extent to which extrinsic evidence can be introduced to alter or contradict the terms of a written contract.

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Total Integration

The writing is considered final and complete, making any omitted contradictory terms inadmissible.

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Partial Integration

The writing confirms certain terms but does not account for all agreed terms; additional consistent terms may supplement it.

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Contradictory Term

A term that directly conflicts with the writing, rendering it inadmissible under the PER.

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Consistent Additional Term

A term that does not contradict the written agreement and may provide further detail or clarification.

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UCC 1-303

Outlines definitions of Course of Performance, Course of Dealing, and Usage of Trade for contract interpretation.

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Implied Term

A stipulation recognized by law as part of the parties’ agreement even if not explicitly stated.

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Frustration of Purpose

When an unforeseen event undermines a party's primary purpose for entering the contract, thus excusing performance.

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Anticipatory Repudiation

Occurs when a party indicates through words or actions they will not perform their duties under the contract before performance is due.

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Material Breach

Failure to perform a significant contractual obligation, allowing the non-breaching party to suspend performance or seek damages.

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Perfect Tender Rule

Under UCC, requires that goods delivered must conform exactly to the terms of the contract.

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Buyer’s Right to Revoke Acceptance

A buyer may revoke acceptance of goods if their nonconformity substantially impairs their value.

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Conditions Precedent

An event that must occur before a party’s duty to perform is triggered.

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Constructive Conditions

Implied conditions created by courts from the promises exchanged in an agreement.

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Notice & Cure

The requirement for an injured party to notify the breaching party of breach and provide opportunity to remedy.

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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.

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Parol Evidence Rule (PER)

Limits the extent to which extrinsic evidence can be introduced to alter or contradict the terms of a written contract.

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Total Integration

The writing serves as a complete and final integration of the agreement, making prior agreements conflicting with that writing inadmissible.

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Partial Integration

A writing that confirms some but not all terms of the agreement; such a writing may be supplemented by additional consistent terms.

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Ambiguity Exception

Parol evidence may be admissible to explain ambiguous terms in a contract.

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UCC 1-303 Definitions

Defines Course of Performance, Course of Dealing, and Trade Usage for contract interpretation.

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Material Breach

Failure to perform a significant obligation that allows the nonbreaching party to suspend performance and seek damages.

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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.

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Frustration of Purpose

When an unforeseen event undermines a party's primary purpose for entering the contract, excusing performance.

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Conditions Precedent

An event that must occur before a party's duty to perform is triggered.

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Implied Term

A stipulation recognized by law as part of the agreement, even if not explicitly stated.

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Integration Types

Three types of integration in contract law: Total, Partial, and None.

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Ambiguity Exception

Parol evidence is admissible to explain ambiguous terms in a contract.

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Implied Duty of Best Efforts

An implied obligation for parties to exert reasonable efforts in fulfilling exclusive dealing agreements.

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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.

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Performance Standards

Parties must perform their contractual duties according to the standards of commercial reasonableness as defined by UCC.

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Material Terms

Essential terms within a contract that must be sufficiently defined to avoid ambiguities.

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Waiver of Conditions

A party may waive the requirement of a condition in a contract, often involving considerations of fairness and reliance.

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Collateral Agreements

Separate agreements that can stand alongside a primary contract without being subject to the Parol Evidence Rule.

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Course of Dealing Impact

Prior conduct between parties that can inform the interpretation of terms in current contracts.

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Expectation Damages

Damages awarded to cover what a party expected to receive from a contract, as opposed to reliance or restitution.

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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.

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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.

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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.

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Contract Disputes and Parol Evidence

Parol evidence issues commonly arise during litigation when extrinsic evidence is presented to modify or clarify existing written contracts.

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Implied Terms Rationale

Implied terms ensure fairness, represent intent, and improve efficiency in contractual agreements.

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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.

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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.

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UCC 2-306 Summary

UCC 2-306 implies 'best efforts' promises for exclusive dealings, requiring parties to fulfill these obligations reasonably.

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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.

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Analyzing Changed Circumstances

Changed circumstances refer to unforeseen events that occur post-contract formation, affecting the parties' obligations to perform.