Contracts 2 outline burton 1998

Contracts 2 outline burton 1998 - Contract II Prof. Burton...

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Contract II Prof. Burton Spring, 1998 I. INTRO A. terms defined: create legal relations through duties and rights 1. identify terms to identify rights, duties and powers of the parties B. contract defined: the total legal obligation which results from the parties agreement as affected by the UCC and other rules of law C. agreement defined: bargain of the parties in face as found in their language or by implication II. PAROLE EVIDENCE RULE A. parole evidence defined: agreements or negotiations before the K that vary from the terms of the final K 1. not subsequent agreements a. subsequent agreements are K modifications 2. prior written agreements, OR prior or simultaneous oral agreements B. parole evidence rule defined: rule that excludes admission of parole evidence, as a matter of law, if it contradicts the K or is w/in the scope of the K 1. protects parties autonomy and allows then to bargain out their intentions a. if parties think prior agreements were important enough, they’d include them in the written K (GIANNI v. R. 1
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i. protect the K from attack through agreements the parties didn’t intend to be valid following the signing of the K b. not a rule of evidence to decide admissibility or inadmissibility c. is a rule of law to apply only relative evidence that has legal effect and to establish K terms that change the parties rights, duties and powers C. admissibility 1. scope of the writing a. if parole agreement (PA) is within the scope of the writing, it will not be admissible b. if PE is outside the scope of the writing is may be admissible 2. if agreement is completely integrated, parole evidence (PE) will be discharged a. agreement is completely integrated if it i. is exclusive ii. contains all the terms of the topic b. R²§210 i. a completely integrated agreement is an integrated agreement (R²§209 - a writing constituting a final expression of a term) adopted as a complete statement of the terms of the agreement 3. if agreement is partially integrated PE may be admitted to prove additional terms that do not contradict anything stated in the writing a. i. agreement was collateral – additional terms in the scope of the writing that do not contradict any existing terms 2
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ii. court implies partial integration because (a) this type of relocation deal was customarily separate (b) close relationship b/t the parties (c) written agreement didn’t contain customary merger clause (d) K is not contradicted (e) Parties in each agreement are not identical 4. if parties include a merger clause PE is not admissible a. merger clause defined: clause that states that a writing constitutes the entire agreement between two parties and is completely integrated 5. PER analysis a. is PA offered to establish K terms? i.
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This note was uploaded on 03/27/2008 for the course LAW 101 taught by Professor Bohannan during the Fall '08 term at University of Iowa.

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Contracts 2 outline burton 1998 - Contract II Prof. Burton...

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