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Contract Law: Terms
Agreement must be in certain and definite Terms:
Traditional rule (parties, subject, price, time)
UCC & Modern Rule (intent to contract & reasonable basis for remedy). UCC- price is not required Missing terms Implied if reasonable UCC utlizes Gapfillers
Contract interpretation-what are the terms? UCC-only quantity required (except requirements/output contracts) otherwise-gap fillers Common law-court will imply some terms unless intentionally omitted –the court will try to interpret the contract first Ordinary meaning-but look to all circumstances Written over typed; typed over printed; negotiated over standard form contact
Misunderstandings-ambiguities Both or neither knew or should have known-only terms to which they attach same=meaning contract, otherwise no contract One knew or should have known: innocent party’s meaning.
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Courts will imply some terms unless the term is intentionally omitted –Courts frequently try to interpret the contract first Ordinary meaning-but look to all circumstances Written over typed; typed over printed; negotiated over standard form contact Misunderstandings-ambiguities Both or neither knew or should have known-only terms to which they attach same=meaning contract, otherwise no contract One knew or should have known: innocent party’s meaning.
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