Contracts II - Outline

Contracts II - Outline - CONTRACTS II SPRING 2003 OUTLINE...

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C ONTRACTS II – S PRING 2003 – O UTLINE Prof. Michelle Boardman Once the semester is over, all the hours of notes I took and the outlines I laboriously put together become useless--to me at least. So I thought I'd put them on my site (www.jerrybrito.com) in case they'd be of use to someone else, especially GMU students that come after me. You may copy and forward this document as long as you do not alter its contents. Disclaimer: These notes and outlines are provided as-is without any warranty as to their correctness, completeness, or quality. They are not meant to be a substitute for your own efforts. I. IDENTIFYING THE TERMS OF AN AGREEMENT 1. The Parol Evidence Rule If a written K is the full and final expression of an agreement, parol evidence rule excludes prior oral or written evidence of additional or inconsistent terms. Therefore, parol evidence rule asks two questions: a. Is the written agreement integrated? 1. If K is fully integrated (is the complete and exclusive statement of the terms of an agreement), then no other terms are allowed in. 2. If it’s only partially (or not) integrated, then you ask the second question. How do you know if a K is fully integrated? A ct will look at extrinsic evidence and context in which the agreement was written to decide if the K (or at least the term in question) is integrated. Natural Omission Test [Res. § 216(2)(b)]: When the term sought to be proved by parol evidence is omitted from the writing, ct asks whether the circumstances offer an explanation of why the term may not have been included in the writing. Consistency: When parol evidence is offered to clarify an alleged ambiguity in an apparently unambiguous writing, ct asks whether proffered interpretation is consistent with the writing. Merger clauses are almost always enforceable by modern courts, but the minority opinion courts will ask whether the parties meant the merger clause. The 4 corners rule is pretty much dead. b. Are the proffered additional terms inconsistent w/ the written agreement? If they’re inconsistent, they’re excluded. Otherwise they go to fact finder. Mitchill v. Lath P buys farm from D but then says there was collateral agreement that D would remove icehouse in consideration for entering into purchase K
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Rule: When a collateral K is alleged that is so closely related to the main K that it would naturally have been included in main K but wasn’t, ct will exclude parol evidence of it. This case stands for the natural omission test. Other Considerations: It’s as if the seller said that plaintiff promised him $500 as an inducement to sell. Why hot just increase the written K price by $500? Why not just include icehouse? Masterson v. Sine
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Contracts II - Outline - CONTRACTS II SPRING 2003 OUTLINE...

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