Implied Terms and the Implied Covenant of Good Faith Definitions Good Faith is a total absence of any intention to seek an unfair advantage or to defraud another party; an honest and sincere intention to fulfill one’s obligations In the case of a merchant, good faith refers to honesty in fact and the observance of […]
Interpreting the Terms of the Contract One of the CENTRAL PROBLEMS courts face is whether to force an interpretation onto disputed words (by resorting to “plain meaning”) or to accept the guidance of additional evidence provided by the parties themselves. The latter trend is gaining ground, and has been notably propelled by the UCC (which […]
The Contents of the Contract The Parol Evidence Rule Definitions The Parol Evidence Rule renders any evidence of a prior or contemporaneous understanding of the parties inadmissible if offered to contradict or modify the terms of a written agreement. It is best understood as a rule of substantive law concerning the legal effect of the […]
The Statute of Frauds Definitions This statute requires that certain contracts must be in writing to be enforceable. Restatement 2d §110. These include in common law: Contracts to answer to a creditor for the debt of another Contracts made in consideration of marriage Contracts for the sale of land or affecting any interest in land […]
Problems with Standard Form Contracts Note: Understanding § 2-207 §2-207 takes a much different position than the common law precedents do. In common law, any response that didn’t look exactly like the offer was not an acceptance, but a counter offer. This doesn’t work well with the nature of current businesses using standardized forms. §2-207comes […]
Good Faith in Contract Formation Definitions Good Faith is a total absence of any intention to seek an unfair advantage or to defraud another party; an honest and sincere intention to fulfill one’s obligations. Good faith in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair […]
Negotiation and Closure Situation Management Systems, Inc. v. Malouf, Inc. Facts: Π and Δ had longstanding business agreements for Δ to purchase services from Π. Π’s business became less profitable and Π agreed with Δ that Δ should purchase a Π’s competitor for sale. In order for Δ to make the purchase, they requested a […]
Offer and Acceptance Definitions An Offer is a “manifestation of willingness to enter into a bargain, so as to justify another person in understanding that his assent to that bargain is invited an will conclude it,” Restatement 2d §24. An offer creates, in the offeree, a legal power of acceptance. Advertisements An advertisement constitutes an […]
Negotiation and the Formation of Contract Introduction: The Role of Courts Sun Printing & Publishing Ass’n v. Remington Paper & Power Co. Facts: Π agreed to buy paper from Δ for a period of months with the price for some months and the term of that price to be determined in the future. The price […]
The Restitution Interest Definition As a cause of action: similar to contract cause of action, but not the same. The essence of the action is to get the thing or the value of the thing that belongs to the P and is now (or was) in D’s possession. Often used by P’s whose contract with […]
