Class 2 Notes

Integration

Restatement 2-209:

1. An Integrated agreement is a writing or writings constituting a Final Expression of one or more terms of an agreement

Parol Evidence Rule: Rule that prohibits the introduction into a court of law of any oral or written agreement that contradicts the final written.

Did the parties intend for the writing to be a Final Written Expression?

Partial V. Complete Integration  - Nelson V. Elway

The courts will only consider partial integration evidence that do not contradict the writing.

UCC - 2-202:  Final written expression parol or extrinsic evidence

a. UCC presumes the contract is partially integrated

b. unless the court finds intent of copmplete and exclusive integration

§ 2-202. Final Written Expression: Parol or Extrinsic Evidence.

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented

• (a) by course of dealing or usage of trade (Section 1-205) or by course of performance (Section 2-208); and
• (b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement .

Simmons V. Hill (HPN): Breach of Contract & Promissory Estoppel

Breach of contract claim: Dismissed

Promissory Estoppel: Dismissed

MMC-Marble V. D'Agostino

CSIG:  

- Article 50 of the CISG permits a buyer to reduce payment for nonconforming goods in proportion to the nonconformity under certain conditions. 

-Article 8 of CISG: For the purposes of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could nt have been unaware what that intent was.

-Article 8.3 of CISG: In determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties.

8.3 seems to be in contradiction with the Parol Evidence Rule? 

They could add in a merger clause, however that would not work if it is on the back.