UCC default rules: implied warranties
warranty of title and against infringement
warranty of merchantability
warranty of fitness for a particular purpose
(all can be excluded or modified)
UCC: an affirmation of fact or promise made by S is
an express warrant
becomes part of the basis of the bargain
UCC: description of the goods creates
an express warranty that the goods will conform to the description
UCC: sample or model creates
an express warranty that the whole of the goods will conform to the sample or model
UCC: if an express warranty conflicts w a limitation or disclaimer, who wins?
express warranty prevails
UCC missing term: price will be
reas price at the time established by the K for DELIVERY of goods
UCC missing term: place of delivery
seller’s place of business
obligation of good faith and fair dealing in CL is defined as
GF: honesty in fact in the conduct or transaction concerned
UCC obligation of good faith and fair dealing
honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade
ambiguous lang: 1 party has a subjective understanding of a term that differs from other party, and other party has reason to know of the other party’s sbj understanding, it iwll be interepreted as
the subjective understanding
Under the rule of contra proferentem, if an ambiguous term is included in the K,
it will be interpreted against the party who supplied the term during negotiations or drafting
Under the doc of reasonable expectations, unambig may be interpreted…
against the drafting party if they conflict w the reasonable expectations of the other party, but usu ONLY to boilerplate terms
trade usage
practice or method of dealing having such regularity of obervance in a place or trade as to justify an expectation that it will be observed w respect to the transaction in question
-always avail as an additional means of filling in contractual gaps or resolving contractual ambiguities
course of dealing
pattern of conduct concerning previous transaction between the parties that is fairly regarded as establishing a common basis of understanding for interpreting their subsequent expressions and other conduct
-always avail as an additional means of filling in contractual gaps or resolving contractual ambiguities
course of performance
when a K involves repeated occasions for performance by a party and the other party, w knowledge of the nature of the performance and an opp fr objection to it, accepts the performance or acquiesces in it without objection
-always avail as an additional means of filling in contractual gaps or resolving contractual ambiguities
general rule on external evidence
parties may not offer external evidence to interpret Ks once they have been reduced to writing.
parol ev includes
oral and doc evidence of negot and other comm bt the parties
and
comm that took place prior to or contemporaneously w the execution of the written K
questions to ask to analyze whether parol ev can come in
1) what purpose is it being introduced for?
2) does it relate to a term or K which is integrated?
full integration
terms are final discussion of the parties as to those specific terms.
- have not excluded any terms not within K
- cannot be contradicted by parol ev
MD: general integraion clause bars the use of parol ev to vary the express terms
complete integration
complete and exclusive statement of all the terms.
- only terms contained in written K are part of the K
- cannot be supplemented by parol ev
MD: general integraion clause bars the use of parol ev to vary the express terms
who determines full vs complete integration?
judge. can use parol ev to determine
writing “contains the complete and entire agreement of the parties” or something like that
merger clause
probably completely integrated
purpose for which parol ev is introduced:
to explain or interpret terms of a written K
maj: always
min: req threshold showing that term in q is ambig on its face
purpose for which parol ev is introduced:
to supplement terms of a written K
always UNLESS it’s completely integrated
