lawschool

contracts

Contracts

I made a definite and seasonable expression of acceptance
A written confirmation in a reasonable time
Operates as acceptance even though it states
Terms additional or different between yours and mine

Unless acceptance is expressly made conditional
On assent to the additional terms or different terms
Additional are proposals for the contract
Between merchants terms become part of the contract

Unless
A, The offer expressly limits it
B, they materially alter it
C, notification of objection to them has been given
is given within a reasonable time
after notice of them is received

Now we gotta talk about 2-207(3)

Conduct by both parties recognizing the K
Is sufficient to establish a contract for sale
Even though the writings don’t establish a K
We let ‘em agree and supplement where they fail

In Cali we treat different as additional
Do the 2-207(2) analysis cool?
Offeror’s terms “first shot rule”
Knock ‘em out UCC gap filler default fool!


UCC 2-207

Integration – A final expression in writing
Of one or more terms of an agreement
Written appearing complete and specific
Unless extrinsic evidence is admitted to show
Not a final expression of the terms

You wanna supplement a term tight
Limited by the parole evidence rule right
If the integrated agreement is complete
Then the motion to supplement got no feet

But a consistent additional term
Is admissible to supplement a partially integrated agreement
Not a completely integrated agreement
If omitting naturally a consistent additional term

How do we know where do we go yo we go to the judge
If its got four corners all kinds of terms
Could be complete in the eyes of the judge
How do we know where do we go yo we go to the judge
4 corners NY
complete in the judges eye (other places they may call it a partial)

Partial integration – A final expression of all of the terms
Integrated into a written agreement
Consistent additional terms admitted
Only if natural to be omitted
Integrated terms cannot be contradicted.

Got a fancy lawyer from the big city
Wearing loafers clad with tassels, they pretty
Want this deal to be complete
With no post-contractual hassles, they shitty
Like he said this and I said that
Don’t need that parol evidence crap
But they can always bring it in for interpretation
Or for questions on formation

Fraud duress illegality lack of consideration
Condition precedent subsequent modification


Integration

How you gonna tell me what them words mean?

Interpretation of a promise an agreement or a term
Is ascertainment of its meaning
Who’s meaning prevails? Well
If we thought the same thing that’s the meaning that prevail

But if you only knew one thing
And I knew what it was you was thinking
Or if you had no reason to know of another thing
And I had a reason to know what it was that you was thinking

Well your meaning is the meaning that we gonna use, Cause
Your meaning is the meaning that the judge is going to choose

The terms of an integrated agreement are determined
In light of the circumstance
Interpretation based on credibility of evidence
Or choice between reasonable inferences

Well that’s for the trier of fact
Otherwise it’s a question of law - Not Fact! As a matter of Fact!

Reasonable lawful and effective is preferred
First definition of the express terms
Then course of performance and course of dealing
Trade usage round out how we come up with the meaning

Specific and exact terms are preferred over general language
Negotiated and added terms preferred over standardized language

The court will supply a missing term if essential
To determine rights and responsibilities
Every K impose upon each party
A duty of good faith and fair dealing
Meaning operating against the draftsman is generally preferred
Of course the courts gon’ make sure
the public interest get served.

How you gonna tell me what them words mean?
How you gonna tell me what them words mean?

I literally just sang a song about it.


Interpretation

A misrepresentation is an assertion
that is not in accord with the facts.

An action to prevent another from learning a fact
In an assertion that the fact does not exist
Now I don’t need to tell you everything that I know
You make the mistake take the risk the K is still a go.

But if I tell anything that might mislead
The deal can be rescinded yo and that’s on me.
But sometimes do got a duty to disclose
For example in the examples that follow.

To prevent previous statement from being fraudulent
Correct a mistake on a basic assumption HEY!
Only if non-disclosure aint in good faith
Yeah you got to keep the good faith!

To correct a mistake made in understanding the integration
Where the other person entitled to know because of a special relation
Misrepresentation induces assent if it substantially contributes to the assent.

Misrepresentation is fraudulent
If intended to induce a manifestation of assent
And it’s material too
If it is what a reasonable person would do
Especially you!
And if you don’t really know the terms of the K
How can assent ever really come into play
If the facts come into accord with the assertion
K not voidable except for the harm caused from the assertion

Assent induced by misrepresenting writings
Court can reform the K to reflect what he say when he was lying
If the other party was justifiably relying

Fiduciary make a contract with his beneficiary
She can avoid it unless it is on fair terms.
And all the parties knew their rights and all the relevant facts
Otherwise we construct some fraud and give the K the axe.

Misrepresentation is an assertion
that is not in accord with the facts.

Misrepresentation is an assertion
that is not in accord with the facts.

Yeah, we misrepresentin’!!


Misrepresentation

A mistake is a belief that is not in accord with the facts

When a mistake of both parties at the time a contract was made
As to a basic assumption on which the contract was made
Has a material effect on the agreed exchange
Of performances

The contract can be voided by the adversely affected party
Unless he bore the risk of a mistake under the rule they state
In section 154

A material effect is an effect that affect
Whether the contract get made

But maybe we just had a unilateral mistake
K voidable if mistake make the K unconscionable
Or the other party had reason to know of the mistake
Or his fault caused the mistake unless he bore the risk of 154

A party bears the risk when
allocated by the agreement
Or aware of limited knowledge with regard to the facts
Treats his limited knowledge as sufficient when he acts

ABT / COT / GTII / RIT / CTDS YES!
[Allocated by the court on the grounds that it it reasonable in the circumstances to do so]

The risk is allocated to him by the court yo
Circumstances make it reasonable to do so.
A mistaken party’s fault in failing to know
Or discover the facts before making the contract won’t

Bar him from avoidance or reformation
Under the rules in this song previously stated
Unless his fault amounts to not acting with good feeling
In accordance with the reasonable standards of fair dealing

You can get restitution and you can get reliance
You can get restitution and you can get reliance


Integration

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