What law governs
What law governs (overarching) rule?
Common law governs all disputes unless otherwise governed by a statute. The most efficient way to determine what law governs is to conduct an Article II Scope Analysis.
Offer
A (1) manifestation (2) of willingness (3) to enter in to a bargain (4) so made as to justify (5) understanding in another (6) that their assent is invited (7) and will conclude it now.
Statute of Frauds
2-201(1) states that a contract for the sale of sale of goods of (1) $500 or more is not enforceable unless there is (2) sufficient writing to (3) indicate that a contract for sale has been between the parties and (4) signed by the party against whom enforcement is sought.
A writing does fail the Statute of Frauds because it fails to include or incorrectly states a term. The only required term is quantity, and the contract cannot be enforced beyond the stated quantity.
Terms Rule
Courts interpret contracts by analyzing: (1) express terms, (2) implied terms, (3) court supplied terms, and (4) statutorily supplied terms. I will begin by analyzing express terms.
Was there breath to the contract?
A breach occurs when a party fails to perform as promised within a given contract. The consequences of the breach will depend on the timing and the magniturde of the breach . There are two types of breaches: (1) actual (when the party fails to perform when performance is due) and (2) anticipatory (party indicates in advance that they will not perform).
Article II of the UCC governs (1) transactions in (2) goods. There are two elements and both are necessary.
Acceptance
A (1) manifestation (2) of unequivocal assent (3) by the offer (4) to all the terms stated (5) in the manner invited.
Can I characterize that information as parol evidence?
Outside oral terms are considered parol evidence when they are agreed upon prior to the contract formation, or during contract formation.
Express Terms
Express terms are those articulated either orally or in writing demonstrating the intentions of the parties. I will first determine whether the contract was the final expression of the parties. In addition, I will analyze when the terms were introduced.
Transactions
Transaction is not formally defined in the UCC, however courts have commonly understood transaction to mean "contract for sale." According to 2-106(1), "contract for sale" is defined as "present sale." This section further defines "present sale" as the "passing of title from seller to buyer." Thus, transaction is (1) an agreement where there is (2) passing of the title (3) from seller to buyer (4) for a price.
Consideration
Consideration is a (1) bargained for (2) legal detriment.
What is the legal effect of parol evidence on the intergrated agreement (contradict, add, or explain a term)?
The ability of a party to introduce an outside depends on the effect this term will have on the contract.
A term contradicts when it is in direct conflict with the express terms of the contract.
A term adds when it brings a new idea to the contract that was not expressly written.
Finally, a term explain when it clarifies ambiguities that otherwise are not expressly clear within the contract.
Were the terms of the contract intergrated?
A writing is integrated when it constitutes (1) a final written expression (2) one or more terms (3) intended by parties to be a final agreement. The three elements, all are necessary.
Goods
According to 2-105(1), goods are (1) things which are (2) moveable (3) at the time of identification of the contract.
What do courts need to find if a contract was formed? (Whole rule necessary) pt.2
Courts look for mutual assent (offer and acceptance) and consideration. Courts utilize objective theory of interpretation in order to determine if mutual assent and consideration are present. Objective theory interpretation analyzes words (oral or written) and conduct from the perspective of a reasonable person in the position of the hearer. I will first look for offer, then acceptance, the consideration.
What is the relevant parol evidence rule?
According to 2-202, (1) terms which are (2) the final expression of the parties' agreement may be (3) supplemental (4) 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. There are four elements and all are necessary.
Is the an outside term that a party is claiming should be a part of the contract?
A term is outside the integration if it is (1) written or oral (2) negotiated and agreed upon by both parties, and (3) not included in the final written expression.
Predominant Purposes Test
The predominant purposes test determines the prominent thrust of the contract. The test considers 5 factors: language of the contract, nature of the business, intrinsic value of the contract, gravamen of the complaint, and intensity of labor compared to the time spent on services.
What law governs (overarching) rule pt.1
According to 1-201(b)(12), a contract is the total legal obligation of the parties agreement. According to 1-201(b)(3), an agreement is the bargain of the parties in fact, as found in their language or inferred by the circumstances including course of performance, course of dealing, or usage of trade. A contract made be in any manner sufficient to show agreement. 2-204(1). Courts do not define show agreement, so courts turn to case law and statutory interpretation.
Applying the parol evidence rule, was there a full integration?
To determine if an agreement is fully intergrated, Courts look at the totality of the circumstances weighing various factor including: (1) merger/intergration clauses, (2) the extent of the negotiation between the parties, (3) the sophistication of the parties (4) disclaimer clauses, (5) the involvement of lawyers int eh formation of the contract (6) material items that would have ordinarily been included in the contract, and (7) whether the parties would have normally agreed on an additional term, but it is absent from the agreement.
When was the outside term supposedly agreed upon?
Oral terms are considered when they are introduced prior to, during, or post contract formation.