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Unformatted text preview: Contracts: What do we have to know from last semester? For modification, need to understand a little about consideration. Shouldn't be doing much with calculating damages. Maybe just small comments about damages is applicable, but do not focus on that. What part of UCC is important? Go back and look at how much we talked about UCC for each topic. UCC expansive when talking about Parole Evidence Rule, helpful there. Partial vs. Full Integration (Parole Evidence Rule) Allowed regardless if comes after written document, if fraud, etc. All that aside, we are saying that if agreement is fully integrated, we mean for this writing to be the complete statement of our entire agreement. Nothing else. We may have talked about other things before, but not part of the agreement. Partial integration: we may have talked about other prices, for example, but in the end we came to an agreement about the price and wrote it down. Partial integration, only with regards to price. Note: Ice House case; court said agreement was full integration, taken to represent everything they agreed on. Courts will look on intent; if parties intended to be a full integration, then it is. How do we decide what their intentions were? One way is to look and see if parties put a merger clause in the contract. Merger clause doesn't mean you are 100% rock solid though, depending on procedural problems, boilerplate language, big guy v. little guy, etc. 2-613 about risk of loss, which we didn't talk about much 2-615 is impossibility/impracticability for UCC Looks a lot like Restatement and what we came to see in cases 2-615a in particular - something bad happened, where basic assumption in our contract was that this certain thing would not happen Hard to tell sometimes when something is truly impossible. Movement to try and relax that notion a little bit; but also UCC drafters are of idea that part of what we want to do is we want people to be decent to each other - give other guy a break. Most of litigation comes when you see big increase in cost, usually for seller, 2-615 (comment 2?) "Increase cost alone does not excuse performance, unless the rising cost is due to some unforeseen contingency which alters essential nature of performance" Bridgeman says maybe they are saying if it gets so ridiculously expensive, then maybe that would be enough. Pretty fuzzy in general. Frustration of Purpose Impossibilitiy: the subject of the contract was destroyed; I was supposed to provide X, it was destroyed. provide X, it was destroyed....
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This note was uploaded on 04/05/2010 for the course LAW LAW 5200 taught by Professor Bridgeman during the Spring '10 term at Florida State College.
- Spring '10