Parole Evidence
Parole evidence only applies to...
Integrated agreements
List the 5 types of contract remedies
1. Restitution
2. Liquidated Damages
3. Expectation Damages
4. Reliance Damages
5. Specific Performance
Define restitution
Designed to prevention of unjust enrichment. A remedy to prevent a party from unfairly receiving any benefit after a breach of contract
Procedural- One sided contract; “take it or leave it”; Unequal bargaining position; Lack of alternatives; No opportunity to understand
Substantive- “Outrageous” terms in contract
List all 3 elements of undue influence
Excessive pressure or unfair persuasion by someone in control or special relation; Mental state prevents from truly contracting; Unusual time or place
Parole Evidence General Rule states...
Extrinsic evidence may not be used to modify or supplement a written contract
When are liquidated damages enforceable and unenforceable?
Only enforceable if the amount is reasonable in light of the anticipated or actual loss caused by the breach
A term fixing unreasonably large liquidated damages is unenforceable on grounds of public policy as a penalty.
To receive restitution...
...the seeking party, injured or breaching, must have already rendered partial performance.
List all 7 elements of Misrepresentation
False statement of fact; Intention; opinion (if implies facts); Material to contract; Made intentionally, negligently, or reasonably believed true; Justifiably relied on; Caused damages
List all 4 elements of duress
Wrongful act; Preclude from free will; Threat of breach;Traditional (violence) v. Economic
Completely or partially integrated agreements may not be...
modified by a prior agreement or a contemporaneous oral agreement.
Define expectation damages and what the courts consider when calculating this type of damage.
Expectation Damages puts the injured party in the position had the contract been fully performed.
Courts consider loss in value, incidental or consequential loss, and loss avoided when calculating damages
List and define the 2 types of restitution
Restitution Damages: sum of money, calculated by the reasonable value of performance OR extent of enrichment of other party’s interest.
Specific Restitution: recovery of a specific thing (breaching party not entitled to SR)
List al 5 elements of Non-Disclosure
Failure to disclose a fact; Party had duty to disclose the fact; Fact was material; Other party justifiably relied; Caused damages.
List all 4 elements of infancy/minors defense
Younger than 18 years old; Can rescind contract; Not obligated to return all consideration, just what is still available at the time of contract being rescinded.; If an adult signs on behalf of a minor, they are still liable after minor rescinds.
Completely integrated agreements are... and ...
Partially integrated agreements are... and ...
adopted by parties as a final and complete statement of the terms and excludes extrinsic evidence even if it is within the scope of the agreement
adopted by the parties as a final but incomplete statement of the terms and extrinsic evidence may be used to supplement with consistent additional terms but not to contradict or negate any terms.
Define reliance damages what courts may subtract from the total damages awarded
Reliance damages are awarded if injured party relied on contract but cannot prove any lost profits. They put injured party in the position had the contract never been made, considering loss and expenditures.
Courts will subtract provable expected loss of injured party if contract was performed
Define a Quasi contract and when it may be implied
If one party confers a benefit to the other, the court may imply a quasi contract to prevent unjust enrichment, allowing the party who conferred the benefit to recover restitution.
May be implied even without the parties intent to form a contract if (1) a party has a restitution interest, and (2) acted in good faith.
List al 4 elements of concealment
Active efforts to prevent another party from learning fact; Fact was material; Other party justifiably relied on it; Caused damages
List all 3 elements to the mental illness or disability defense
Lacks understanding regarding consequences and the nature of the contract; Other party has knowledge of the illness; Unjust to enforce
4 Exceptions to the Parole Evidence Rule
1. Extrinsic evidence may be used to establish whether a contract is an integrated agreement and if it is completely or partially integrated.
2. Extrinsic evidence may be used to clarify the meaning of an ambiguous term
3. Extrinsic evidence may be used to support a defense of enforceability, such as illegality
4. Extrinsic evidence may be used to determine is a remedy should be granted or denied
List and define the 3 Limitations on expectation and reliance damages
1. Avoidability: May not recover damages for any loss that could have been avoided without undue risk, burden, or humiliation. Must show reasonable effort to avoid loss.
2. Foreseeability: May not recover damages for any loss that the breaching party could not have reasonably foreseen. The loss must be foreseen due to ordinary course of events or due to breaching parties knowledge of special circumstances. (The special circumstances must be known and communicated at the time the contract was made)
3. Certainty: May not recover damages for any loss that cannot be established with reasonable certainty.
Define Promissory Restitution and when it may not be binding
A promise made in recognition of a benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent injustice.
It is not binding if the promise conferred the benefit as a gift or other reasons the promisor has not been unjustly enriched, OR to the extent that its value is disproportionate to the benefit.
List all 4 elements of Mistake
Belief not in accord with facts; Mistake of 1 or both party at time contract made; As to basic assumption; Material effect on agreed performances
SPECIAL AWARD: List all major topics of contracts law discussed this semester
1. 3 requirements to form a contract- offer, acceptance, and consideration
2. certainty of terms
3. QTPPPS
4. Advertisements
5. Terminations of Offers- Rejection/Counteroffers; Lapse of time; Revocation; Death/incapacity; Non occurance of condition
6. Exceptions to Termination: Part performed unilaterally, option contracts, firm offers
7. Acceptance by silence
8. Bilateral v. Unilateral contracts
9. UCC v. Common Law
10. Mailbox Rule
11. Consideration
12. Promissory Estoppel
13. Defenses
14. Remedies
15. Contract Interpretation
16. Parole Evidence Rule
17. Statute of Frauds
18. Duty of Good Faith
19. Conditions
20. Substantial Performance