Supplementing/Parol Evidence
In applying the parol evidence rule, a court must apply the textual or contextual approach to determine this
What is whether the agreement is completely or partially integrated.
(See slides on analysis steps for 1.14.25)
Courts decide using the applicable rule in jurisdiction:
Williston/Textual Approach: Does written agreement appear on its face to be complete and exclusive?
Corbin/Contextual Approach (majority rule): Do the written agreement and extrinsic evidence indicate the parties intended writing to be complete and exclusive?
A contracted with B to rent out B's concert hall, but before the performance could happen, there was an earthquake that destroyed the building.
If A sues B, this B's for non-performanc
What is Impossibility?
(See Taylor v. Caldwell;•§262, 263, 264;UCC §2-615)
This is present when a promise for performance is not due until a specified event occurs and if the specified event can no longer occur, performance is discharged.
What is Express Condition
(See §224, 225; Oppenheimer & Co. v. Oppenheim, Appel, Dixon & Co. J.N.A. Realty Corp. v. Cross Bay Chelsea, Inc.)
Restitution and Reliance Damages put the NBP in this position.
What is position they were in prior to the contract?
(See: Wartzman v. Hightower Productions, Ltd. Walser v. Toyota Motor Sales, U.S.A., Inc. United States ex rel. Coastal Steel Erectors v. Algernon Blair Restatement (2d) of Contracts §§ 349, 371)
Michael, age 12, wants to become a pickleball legend. He negotiates a contract with USA Pickleball to become a sponsor. USA Pickleball agrees to provide Michael with the best pickleball lessons and equipment/merch in exchange for Michael to promote USA Pickleball through his social media and wardrobe. According to the contract Michael is supposed to post content everyday. After a few weeks Michael decides it is way too much to be posting everyday and to change his wardrobe for USA Pickleball. This allows Michael to void the contract with USA Pickleball
What is Incapacity
RS 14, Berg v. Traylor
These arise automatically in certain sales of goods and include assurances that the goods are fit for ordinary use and, when the seller knows the buyer's purpose, fit for that particular purpose.
What are Implied Warranties
Someone has this justification for non-performance when an unforeseen event thwarts the whole point of them entering into the contract, to such a degree that the other party's performance is virtually worthless to them.
What is Frustration of Purpose?
(RS §265, 266; Krell v. Henry; Mel Frank vs. Dichem)
After this type of breach, the non-breaching party can 1) Terminate contract and sue for breach, 2) Change position, OR 3) Continue to treat the contract as valid and wait for the time of performance.
What is anticipatory repudiation?
(See Truman L. Flatt & Sons Co. v. Schupf Hornell Brewing Co. v. Spry; § 250, 251, 253, 256; UCC § 2-610 and 2-611)
This limits the injured party's losses if the injured party could have avoided the loss without undue risk, burden or humiliation
What is Mitigation
RS 350
Brenda agrees to buy what she believes is a rare, vintage Beanie Baby named "Snort the Bull" from Caleb for $5,000. Caleb also believes it’s Snort the Bull. They seal the deal via handshake at a Beanie Baby convention called "Stuffed and Dangerous." A week later, Brenda gets the plush in the mail and realizes it’s actually "Red the Cow," a mass-produced knockoff with one eye and a tag that says "Made With Regret." Both parties were genuinely mistaken. Brenda sues to rescind the contract. This justification for nonperformance allows Brenda to rescind the contract and not have to pay for "Red the Cow".
What is Mutual Mistake
RS 151 (mistake), 152 (mutual mistake), Messerly
Under the UCC, if a contract provides for successive performances but is indefinite in duration, it is valid for a reasonable time and can be this at any time, by either party.
What is terminated?
(See: UCC § 1-201(b)(20), 1-304; Leibel v. Raynor Manufacturing Co)
If an unforeseen event (except market changes) causes someone's performance to become so vitally different from the originally understood performance, and their performance would be unreasonably difficult, expensive or would result in an injury or loss, then they have this justification.
What is Impracticability
(RS §261, 266, 269, UCC § 2-614, 2-615)
(See Hemlock + Howard cases)
Under a partial breach, this doctrine holds that the non-breaching party is still obligated to perform if the breaching party has made only a minor or immaterial deviation from the contract.
What is substantial performance?
(See Jacob & Youngs, Inc. v. Kent Sackett v. Spindler; RS § 237, 237 commenb b, 241, 242)
The UCC says this remedy is adequate for the buyer if the goods they bought are unique.
Common law says this remedy is adequate based on a number of factors, including inadequate legal remedies.
What is specific performance?
(See: Jacob & Youngs, Inc. v. Kent; RS §362, 359, 360, 363, 364(1)(b), 366; UCC §2-709(1), §2-716(1). )
Bernard hired Diana to open 60 cans of Celcius for him during finals week to save time, agreeing to pay her $1,000. Diana never showed up, so Bernard hired Emily last-minute. Emily charged $10,000—because she insisted on flying in via private jet with her crim pro lectures playing in the background, and caviar on Doritos as her snack. Bernard now seeks the full $10,000 from Diana. However, since Diana knew or should have known that a last-minute Celcius-can-opener typically costs around $3,000, this contract law theory would limit Bernard’s damages by $7,000.
What is foreseeability?
This exception allows parol evidence even if the contract is completely integrated if it is used to interpret or supplement the agreement and sometimes even contradict depending on the jurisdiction
What is Fraud
RS 214(d)
(See Sherrodd v. Morrison for minority rule regarding contradiction)
This is the justification a party can raise for non-performance when the other party demands additional compensation for doing only what they were already contractually obligated to do, and without offering any additional consideration.
What is Modification?
(See Alaska Packers; Angel v. Murray; RS §73, 89)
(See UCC §2-209, note differences regarding consideration)
When a party's uncured material failure has discharged the other party's remaining duties to render performance, this happens.
What is Total Breach
RS 242 (consider circumstances significant to determine total breach - 242(a)-(c) and comment b)
These damages are available when the resale of goods didn’t put the person in position it would have been in with full performance AND it can be argued that the party (1) would have made sales anyways; (2) a 3rd party buyer would have been solicited even without breach; (3) the solicitation would have been successful; AND (4) the party could have performed b/c they have unlimited supplies
What is Lost Volume Seller
UCC 2-708(2)
A psychologist signed a non-compete agreement with her former clinic, agreeing not to practice within a 20-mile radius for two years. Months later, she began offering her services at the RWU Counseling Center which fell within the restricted area—but the school had a significant shortage of providers due to the influx in law students making appointments. This scenario raises this contractual defense that might make the non-compete unenforceable.
What is public policy?
(See: P.M. v. T.B Valley Medical Specialists v. Farber Restatement (2d) of Contracts §§ 178, 181, 186, 187, 188)
What is course of performance and course of dealings?
(See: Nanakuli Paving & Rock Co. v. Shell Oil Co. UCC §§ 1-201(b)(3), 1-303, 2-202 )
Under this, enforcement of the contract would be unconscionable or this is known by/ fault of other party.
What is, Unilateral Mistake
(See §153; See BMW v. Deloach case
Materiality determined based on extent of benefit denied, adequacy of money damages, forfeiture by BP, lack of good faith and fair dealing, and this.
What is likelihood of cure?
(See: RS §241, Sackett v. Spindler)
When a seller breaches by failing to deliver goods contracted for $50,000, and the buyer covers by purchasing replacement goods for $55,000, this is the dollar amount the buyer can recover under the UCC’s cover provision.
What is $5,000
Sarah managed to dodge buying her Property textbook all semester, relying on an outdated version she found online. Days before the final, she panicked upon discovering it lacked the section on easements. Mike, knowing Sarah’s desperation, sold her his copy—but "forgot" to mention he had secretly ripped out the easement pages. Mike told Sarah the book was complete and had all of the topics that would be on the exam. If Mike wants to enforce their agreement, Sarah has this defense.
What is Misrepresentation?
(See: Syester v. Banta Hill v. Jones Park 100 Investors, Inc. v. Kartes; Restatement (2d) of Contracts §§ 159, 160, 161, 162, 163, 164)