Contracts Terms

Front 1

Parol Evidence (rule statement)

Back 1

When the parties intend a writing to be the final expression of their agreement (an integration), any other expression written or oral made before or at the same time as the agreement that seek to change or contradict the terms of the agreement, are not admissible under the Parol Evidence rule

Front 2

Integration

Back 2

written agreement that the court finds to be the final agreement between the parties: Two Tests: Corbin (followed by most courts) looks at circumstances of transaction to see if this evidence would have normally been included. Willingiston: looks at face of the writing to determine if it is fully interegrated

Front 3

5 Fact Patterns for Parol Evidence Rule

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1) Changing or contradicting terms; 2) Mistake in integration; 3) Defenses (getting out of deal); 4) Ambiguity/Explaining terms; 5) Adding to written deal

Front 4

Parol Evidence Rule (when it is admissible)

Back 4

Not admissible to change or contradict; Limited admissiblity to determine mistake of integration; Limited admissiblity to raise a defense (eg. Duress/fraud); Admissible to explain ambiguities; Limited admissiblity if PARTIAL integration (this is the only place it matters if intergration is partial vs complete); admissible for establishing condition precedent and true consideration.

Front 5

Conduct as contract terms (UCC?)

Back 5

3 Forms: Course of Performance; Course of dealing; Custom and Usage

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Course of Performance

Back 6

same people same contract

Front 7

Course of Dealing

Back 7

same epople different but similar contract

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Custom and Usage

Back 8

different but similar people, different but similar contract.

Front 9

Shipment Contract

Back 9

seller completes its delevery obligation when it 1) gets goods to a common carrier 2) makes reasonable arrangements for delivery and 3) notifies buyer

Front 10

Destination Contracts

Back 10

Seller''s delivery obligations are not complete until goods arrive at destination

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FOB

Back 11

"Free on Board (city)" where city is the same as the seller's city it is a shipment contract, any other city is a destination contract

Front 12

CIF / C&F / FAS

Back 12

"Cost, Insurance & freight" / Cost & freight / Free alongside-- each are always shipment contracts

Front 13

Risk of Loss (what controls - analyze in order)

Back 13

1) terms of Agreement 2) Breach of K 3) Common Carrier Delivery 4) Catch all provision

Front 14

Risk of Loss (Breach)

Back 14

breaching party assumes risk for any uninsured loss, even if unrelated to problem

Front 15

Risk of Loss (Common Carrier Delivery)

Back 15

Risk of loss for Common Carrier Delivery shifts to buyer once seller completed delivery obligations

Front 16

Risk of Loss (Catch All provision)

Back 16

Risk of loss shifts from a merchant to buyer upon buyer's receipt of goods, Risk of loss shifts to buyer for non-merchant once goods are tendered

Front 17

UCC Gap fillers (types)

Back 17

Price, Place of Delivery, Time for shipment/delivery, time for payment, Assortment

Front 18

UCC Gap filler: Price

Back 18

If price term is left open, then price is a reasonable price at the time of delivery

Front 19

UCC Gap filler: Place of Delivery

Back 19

If not specified, usual place is Seller's place of business if he has one, otherwise it is Seller's home.

Front 20

UCC Gap filler: Time for Shipment/Delivery

Back 20

If not specified, due in a reasonable time

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UCC Gap Filler: Time for Payment

Back 21

If not specified, payment due at time and place at which buyer is to receive the goods

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UCC Gap Filler: Assortment

Back 22

If an assortment is to be delivered but is unspecified, then the assortment is at the buyer's option. Seller is excused for delay, and may proceed in reasonable manner

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Expressed Warranty

Back 23

created by words that promise describe or state facts, samples or models. opinions are not sufficient.

Front 24

Implied Warranty of Merchantability

Back 24

warranty automatically implied upon purchase of any good from a merchant (dealing with that type of good) that the good is fit for ordinary purpose

Front 25

Implied Warranty of Fitness for Paticular Purpose

Back 25

Buyer has perticular purpose; buyer is relying on seller to select suitable goods, seller has rason to know of buyer's purpose and reliance. Warrants goods are suitable for that purpose.

Front 26

Limitations on Warranty Liablity (what types)

Back 26

Statute of Limitations; Privity; buyer's examination of goods; disclaimer

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Limitations on warranty liablity - Statute of Limitations

Back 27

4 years, starts to run on tender of goods is made, NOT discovery of defect

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Limitations on warranty liability - Privity

Back 28

(not usually an issue in california) Lack of privity may be defense

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Limitations on Warranty Liability - Buyer's Examination

Back 29

no implied warranty as to defects which would be obvious on examination

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Limitations on Warranty Liability - Disclaimers

Back 30

Expressed warranty cannot be disclaimed; Implied warranty of merchantability or fitness can be disclaimed by 1) conspicuous language mentioning merchantability OR 2) words such as "as is" or "with all faults"

Front 31

Limitations of Warranty Remedies

Back 31

does not limit warranty, only type and extent of recovery. Possible to limit even express warranties. General test is unconscionability. Prima facie unconscionable if breach of warranty causes personal injury