Contract Doctrine, Theory & Practice Volume 3, 2012a

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(2) An agreement is not completely integrated if the writing omits a consistent additional agreed term which is (a) agreed to for separate consideration, or (b) such a term as in the circumstances might naturally be omitted from the writing. 2. The UCC Parol Evidence Rule The same problems of identifying and interpreting contract terms that arise under the common law also affect transactions involving the sale of goods. The Uniform Commercial Code includes a section that, unsurprisingly, embraces a thoroughly contextualist approach to these issues. § 2-202 Final Written Expression: Parol or Extrinsic Evidence. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented Purposes: (a) by course of dealing or usage of trade (Section 1-205) or by course of performance (Section 2-208); and (b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. Official Comment 1. This section definitely rejects: 38
(a) Any assumption that because a writing has been worked out which is final on some matters, it is to be taken as including all the matters agreed upon; (b) The premise that the language used has the meaning attributable to such language by rules of construction existing in the law rather than the meaning which arises out of the commercial context in which it was used; and (c) The requirement that a condition precedent to the admissibility of the type of evidence specified in paragraph (a) is an original determination by the court that the language used is ambiguous. 2. Paragraph (a) makes admissible evidence of course of dealing, usage of trade and course of performance to explain or supplement the terms of any writing stating the agreement of the parties in order that the true understanding of the parties as to the agreement may be reached. Such writings are to be read on the assumption that the course of prior dealings between the parties and the usages of trade were taken for granted when the document was phrased. Unless carefully negated they have become an element of the meaning of the words used. Similarly, the course of actual performance by the parties is considered the best indication of what they intended the writing to mean. 3. Under paragraph (b) consistent additional terms, not reduced to writing, may be proved unless the court finds that the writing was intended by both parties as a complete and exclusive statement of all the terms. If the additional terms are such that, if agreed upon, they would certainly have been included in the document in the view of the court, then evidence of their alleged making must be kept from the trier of fact. 39
Page 2 and 3: Contract Doctrine, Theory & Practic
Page 4 and 5: and accurate information in this bo
Page 6 and 7: Table of Contents VI. IDENTIFYING A
Page 8 and 9: 5.1.1 Discussion of Lake River v. C
Page 10 and 11: pervade the entire field of law. Co
Page 12 and 13: meaning. Courts frustrate this goal
Page 14 and 15: question before us is whether their
Page 16 and 17: these precise provisions? It could
Page 18 and 19: to her. It is evident that here was
Page 20 and 21: principal transaction as to be part
Page 22 and 23: conveyance, does not, I think, show
Page 24 and 25: The trial court properly refused to
Page 26 and 27: appear incomplete on its face has b
Page 28 and 29: certainly have been included in the
Page 30 and 31: CONTRACTS (3d ed. 1960) § 412, pp.
Page 32 and 33: ule, did not allow the bankrupt by
Page 34 and 35: [26] The contract of sale and purch
Page 36 and 37: every case which is pertinent here
Page 38 and 39: credibility of the evidence.” (It
Page 40 and 41: parties were attorneys “we wanted
Page 42 and 43: would permit the property to be acq
Page 44 and 45: This agreement constitutes the enti
Page 46 and 47: (3) Where the parties reduce an agr
Page 50 and 51: The reference in § 2-202 to usage
Page 52 and 53: Hunt Foods & Industries v. Doliner
Page 54 and 55: negate a term of the writing. A ter
Page 56 and 57: Id. at 152. Rather we believe “in
Page 58 and 59: VII. Remedies for Breach If the par
Page 60 and 61: (a) the loss in the value to him of
Page 62 and 63: (2) Where the seller fails to deliv
Page 64 and 65: Oliver Wendell Holmes affirmed the
Page 66 and 67: contract, if we give the plaintiff
Page 68 and 69: defendant (“publisher”) exclusi
Page 70 and 71: WILLISTON, CONTRACTS (3d ed.), § 1
Page 72 and 73: [11] In our view, the analogy by th
Page 74 and 75: contracts but only to require each
Page 76 and 77: Imagine that a seller (S) signs a c
Page 78 and 79: (2) The decree for specific perform
Page 80 and 81: jet for $4.6 million. Janas accepte
Page 82 and 83: existed. The company argues that th
Page 84 and 85: [19] The Virginia Code § 8.2-716 p
Page 86 and 87: [1] This is an appeal from a decree
Page 88 and 89: package”—decals, a special pain
Page 90 and 91: accurately reflect the market and t
Page 92 and 93: not been received in full. Williams
Page 94 and 95: “The Statute of Frauds would be u
Page 96 and 97: y the trial court, the location and
Page 98 and 99:
(3) The buyer has a right of replev
Page 100 and 101:
Martin because he was unable to cle
Page 102 and 103:
tobacco company was not structured
Page 104 and 105:
equal satisfaction, and thus may su
Page 106 and 107:
performances is sometimes difficult
Page 108 and 109:
that the obligee bear all future ad
Page 110 and 111:
ook on modern drama. We consider he
Page 112 and 113:
[6] "There are certain establishing
Page 114 and 115:
probability, have occurred; and the
Page 116 and 117:
uninterrupted service is particular
Page 118 and 119:
ecovery for lost profits. Although
Page 120 and 121:
3.3 Principal Case - Drews Company
Page 122 and 123:
that compensation, then, “is the
Page 124 and 125:
and mitigating sub-doctrines to the
Page 126 and 127:
can be logically and rationally dra
Page 128 and 129:
Our research fails to reveal any ju
Page 130 and 131:
How about the risk of business fail
Page 132 and 133:
amount of loss that he could have a
Page 134 and 135:
instances the appropriate course ma
Page 136 and 137:
court of the county. The clerk rece
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[7] On December 1, 1924, the newly
Page 140 and 141:
not authorized by the board of comm
Page 142 and 143:
doubt which may have existed in tha
Page 144 and 145:
557; note, 19 A.L.R. 39, and cases
Page 146 and 147:
An officer de facto is one whose ac
Page 148 and 149:
circumstances. When, therefore, the
Page 150 and 151:
The legal right of either party to
Page 152 and 153:
Luten Bridge Company have any alter
Page 154 and 155:
however, that if we fail to agree .
Page 156 and 157:
failure to seek other available emp
Page 158 and 159:
well as an actress, and was to be p
Page 160 and 161:
simply to remain idle during the ba
Page 162 and 163:
[23] I believe that the approach ta
Page 164 and 165:
etween Neuman and Fox which culmina
Page 166 and 167:
I consider the ultimate issue: whet
Page 168 and 169:
various industrial operations. Havi
Page 170 and 171:
the omission trivial, and that the
Page 172 and 173:
[10] In the case before us, plainti
Page 174 and 175:
[3] Briefly stated, the facts are a
Page 176 and 177:
[12] It may be observed that Groves
Page 178 and 179:
contracts that “…in cases where
Page 180 and 181:
the breach of an obligation” than
Page 182 and 183:
7f Lessee further agrees to leave n
Page 184 and 185:
court will give the contract effect
Page 186 and 187:
[49] I therefore respectfully disse
Page 188 and 189:
The Court: The objection will be su
Page 190 and 191:
objected to similar evidence offere
Page 192 and 193:
Halley, V. C. J., and Welch, Daviso
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performance—has been consistently
Page 196 and 197:
Is there any way to reconcile our d
Page 198 and 199:
either of proving that loss has occ
Page 200 and 201:
which is reasonable in the light of
Page 202 and 203:
Carbo from the East to serve its cu
Page 204 and 205:
help remedy for one who has done wo
Page 206 and 207:
especially when we consider that th
Page 208 and 209:
N.E.2d 863, 869 (Ill. App. 1978). T
Page 210 and 211:
percent of the contractually agreed
Page 212 and 213:
method by which it proposes to take
Page 214 and 215:
contract price of $241,000 minus th
Page 216 and 217:
Pennsylvania corporation; and Halte
Page 218 and 219:
and completely connected with the T
Page 220 and 221:
C and H was in fact able to find ot
Page 222 and 223:
concurrent defaults. If we were to
Page 224 and 225:
1284, 1290 (7th Cir.1985) (per Posn
Page 226 and 227:
mating obligations because the tug
Page 228 and 229:
Instead, courts have considered the
Page 230 and 231:
Can you develop an argument that wo
Page 232 and 233:
i Corbin suggests that, even in sit
Page 234 and 235:
xiii Viz., proof of a collateral ag
Page 236 and 237:
Interpreting this section, U.C.C. C
Page 238 and 239:
xxxiii The values of the doctrine o
Page 240:
In addition to uncertainty, courts
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