Contracts II Outline

Follow this order when analyzing and answering the essays, each bullet point you write down is a point.
1.    Enforceable Contract (K)?
(Everything from Contracts I)
2.    Nature of the Bargain?
a.     Integrated K?
·   RESTATEMENT
·         215 contradiction of integrated terms
·         216 consistent additional terms
·         §209 Integrated Agreement
·          214 Evidence of prior or contemporaneous agreements
·         210 Completely and Partially integrated Agreements
·         Comment (b)
·         “a writing cannot itself prove its own completeness, and wide latitude must be allowed for inquiry into circumstances bearing on the intention of parties”
 
·          213 Parol Evidence
·         The later written agreement discharges prior agreements
·         R2d 240(1)(b)
·         Naturally and Normally test
·   Permits proof of a collateral agreement if it” is such an agreement as might naturally be made as a separate agreement by parties situated as were the parties to the written K”
·         UCC 2-202
·         Excludes evidence in fewer instances than R2d
·         Certainty Test
·   “if the additional terms are such that, if agreed upon, they would certainly have been included in the document in the view of the court, then evidence of their alleged making must be kept from the Trier of fact
·   CASES
·         Masterson v. Sine
·         Partial Agreement
·         Deed was silent on the question of assignability, would not have naturally been in there
·         Bollinger v. Central
·         Completely integrated
·         Evidence allowed to show mutual mistake
·         Central first started sandwiching the waste then stopped when it realized they left the sandwich requirement out of the K
·         mutual mistake can get reformation of the K to put in the mistakenly left out term
 
·   The starting point for determining the obligations of the parties to a K is their language.
·   STEP 1: Whether a writing has been adopted by the parties as “a final expression of one or more terms of the agreement”
o NO
·   Parol Evidence Rule does not Apply
·   STOP
o YES
·   There is an integrated agreement.
§         The evidence of prior agreements or negotiations is not admissible in evidence to contradict a term of the writing
 
STEP 2:Whether the writing has been “adopted by the parties as a complete and exclusive statement of the terms of the agreement”
NO
Partially Integrated Agreement
The evidence of prior agreements or negotiations is not admissible in evidence to contradict a term of the writing
Evidence of a consistent additional term is admissible to supplement the written agreement.
YES
Completely Integrated Agreement
Evidence of a consistent additional term is NOT admissible to supplement the written agreement.
 
 
 
 
 
 
 
 
b.     Parol Evidence Rule?
·   RESTATEMENT
·         R2d 213
·         The later written agreement discharges prior agreements
 
·   CASES
 
· UCC
·         2-202
·         Harder to show completely integrated K 
·         Party can still ensure with a well written merger clause
·         Can also preclude subsequent oral modification with a no oral mod clause
·         If you have a completely integrated dealing a court can ALWAYS use 2-202(a) to supplement the parties agreement
·         Almost impossible to aviod under a k
·         Must deal with them specificially in the K
·   “despite the fact that in all of our past course of dealings/ trade usages/ X meant Y, in this K X means Z”
·         Specifically says, notwithstanding a merger clause, court will ALWAYS look to the exceptions, even in a Completely integrated K”
·         How does UCC differ from R2d?
·         Any prior agreement can be written or oral
·         Contemporaneous agreements can only be oral
·         Why?
·         No C needed for modification
·   Less likely to be fully integrated K under the UCC because its easier to say we are not “certain” than it is to say it would not have been “naturally and normally” put in
 
·   Look at extrinsic evidence unless we can say that the parties would have naturally and normally put it in the agreement
·         Not that hard to prove nat. and normal
 
·   But instead to show the parties would have cert. put it in the agreement- is harder to prove
 
·   Knowing that UCC is harder to show a completelty integrated agreement in a sdale of goods, what do tyou want to do to show the court it was completetly integrated?
·         A MERGER CLAUSE
·         It’s a private parol evidence rule, an agreement bwtween the parties to invoke a strict version of the parol evidence rule, subject to debate if you can apply it to contemporaneous, but if you write it broadly enough a court will give it efffect.
 
·   To the extent you are writing for the UCC or the common law and want the court to look only to the 4 corners of the writing and treat it as completely integrated, you put it in the merger clause.
  
·   Virtually impossible to preclude futire written modifications
·   Scary under UCC the potential for modification- no Consideration needed
 
·   Under common law no oral mod’s were not enforced because it could be mod itself by the oral promise
 
·   Ucc 2-209(2)
·         Deals withno- oral modification
·         Precludes oral promise from mod. The K
·         Doesn’t preclude the oral promise from acting as a waiver 
 
·EXCEPTION to Parol Evidence Rule?
1.      There was