CONTRACTS OUTLINE
FUN FACTS
Void v. voidable:
Void: nonstarter
Void able: meaning that the parties have certain defenses they can enact in order to void contract.
Puffing – things you are not allowed to rely on (opinion) “the car purrs like a kitten” (the car obviously does not purr like a kitten, it’s a figure of speech and as such is not rescindable
NEVER SAY MEETING OF THE MINDS!!!
§2 Promise
A promise is a manifestation of intent to act or refrain from acting in a specified way, so made as to justify a promise in understanding that a commitment has been made.
Force Majeure – act of god
PAROL EVIDENCE RULE
NOTE that PER applies inside an argument on interpretation only
The Rule: If an agreement is reduced to an integrated writing, parties may not introduce extrinsic evidence of prior or contemporaneous events to vary, contradict, or supplement the terms of the writing §215
Process: How PER is Argued
1. Was the writing integrated?
2. Was it fully or partially integrated?
3. Was the evidence introduced for an improper purpose?
4. Does an exception apply? R(2d) § 214
Extrinsic Evidence: written or oral evidence of prior or contemporaneous events. Evidence of subsequent events not affected by PER.
Integrated writing: An integrated writing occurs when the parties intend their writing(s) to express the final term(s) of their agreement. §209. Its not just evidence of the agreement, it is the agreement. Does not need to be one document, just ID the other documents unmistakably.
Identifying integrated writings:
1. Integration clauses: specify writing is the complete and final agreement
a. Clause not conclusive: An integration clause is evidence, but is not conclusive.
b. Hidden provisions: Integration clause in a standard from may not be effective. When the drafter of a standard form has reason to believe that the other party would not assent if she knew the writing contained a particular term, the t
ce extrinsic evidence to vary or contradict the terms of the writing.
2. Supplemental evidence admissible: can introduce extrinsic evidence to show the parties agreed to additional terms that are consistent w/ the terms in the writing. §216.
Thompson v. Libby, verbal warranty as to quality of purchased logs
F: Libby bought Thompson’s logs, each signed a short agreement stating the terms, with no mention of a warranty. Libby alleged that Thompson orally promised warranty.
I: Can a verbal warranty be admissible as evidence when whole of contract is in writing?
R: No, PE not allowed because the written contract seems complete – fully integrated – therefore any PE evidence that alters or adds to contract is inadmissible.
*In order to determine whether an agreement is integrated, look no further than the agreement itself.
