Parol Evidence Rule
Parol Evidence Rule
Coercive Equitable Relief
Misc. Damages
Misc.
100

Parol Evidence Rule

Governs what type of extrinsic evidence (contract term not reflected in writing) is admissible

100

If a contract is fully integrated, the court may still bring in extrinsic evidence to show...

fraud, mistake, duress, or undue influence

100

Coercive equitable relief

Order by a court requiring a party to act or refrain from acting

100

Quantum Meruit

P can recover value of his services, undiminished by any loss which would have been incurred by complete performance.

Reasonable value of services rendered = the amount it would have cost D to obtain services from another person

100

3 ways an agreement can be ambiguous on its face

-ambiguous words

-grammatical sloppiness

-conflicting terms

200

Under the parol evidence rule, the court considers...

how integrated the contract is

(whether a contract is the final and complete expression of an agreement)

200

Agreements/negotiations prior to the written contract are admissible if...

the writing is ambiguous and extrinsic evidence can establish the writing's meaning


Section 214(c)

200

Specific Performance

Requires party to perform the contract

200

New-business Rule & Case citation

Prevents a business from being awarded damages for lost profits if it has no recent record of profitability

MindGames, Inc. v. Western Publishing Co., Inc.

200

3 types of ambiguities

-Patent ambiguity: appears on the face of the document

-Latent ambiguity: only revealed after learning additional info

-Ambiguous gap: contract is silent or incomplete regarding raised issue

300

If a contract is completely integrated... If a contract is not integrated...

extrinsic evidence is barred; extrinsic evidence comes in automatically

300

Parol Evidence Rule does not apply (therefore evidence is automatically admissible) to:

-evidence of subsequent oral and written terms

-evidence of oral and written terms with separate consideration

-evidence of contemporaneous written term

300

In order to get coercive equitable relief, the plaintiff must prove...

Inadequacy - remedy of damages is inadequate

300

P is not owed any damages that D can prove...

P would have incurred even if contract was performed.

Section 349

300

Unclean Hands Doctrine

No party can obtain affirmative relief in equity with respect to a transaction in which he has himself been guilty of willful conduct that is fraudulent, illegal, or unconscionable.

Misconduct must relate to subject matter of suit or arise out of transaction.

400

If a contract is partially integrated...

the court only admits extrinsic evidence that is consistent with the terms in writing

400

2 different approaches courts take in determining whether a contract is integrated

Williston: Asks whether contract appears complete on its face, unless parties naturally would have omitted term

-4 corners rule

-if there is a merger clause, it is completely integrated

Corbin: Parties' intent to create an integrated contract

-all evidence rule

400

Under the UCC, P is entitled to coercive equitable relief if...

goods are unique or in other proper circumstances

400

Injured party should not recover more from breach than... & Case citation

he would have gained had contract been fully performed.

Freund v. Washington Square Press, Inc.

400

Laches

Bars claim if P has delayed claim for an unreasonable amount of time and delay has prejudiced D

500

Majority and Minority test for whether extrinsic evidence is consistent with the terms in writing

Majority - evidence is consistent with writing if it is "in harmony" with writing

Minority - evidence is consistent with writing if it does not negate any written terms

500

Contract Interpretation Rules (from most to least preferable)

(1) Course of performance (how parties actually performed)

(2) Course of dealing (how parties performed prior contracts containing term at issue)

(3) Admissions and other significant statements made by parties during negotiation

(4) Trade usage (term's typical use)

(5) Absent the above evidence, courts interpret contracts to make them reasonable and consistent with public policy and in a way that reconciles any seeming inconsistencies

(6) Contra Proferentem (interpreted against person who drafted it, except in non-compete clauses)

500

Specific performance is appropriate when... & Case citation

(1) contract is valid

(2) P has substantially performed and is willing and able to perform its remaining obligations

(3) D is able to perform its obligations

(4) P has no adequate remedy at law

Travellers Int'l, AG v. Trans World Airlines, Inc.

500

Recovery for wrongful discharged employee is...

the amount of salary agreed upon minus the amount the employer proves the employee earned or would have earned from other employment, with reasonable effort.

Employment must be substantially similar and not inferior to employment that employee was deprived of.

500

Elements of Inadequacy

(1) Damages are difficult or impossible to calculate, or

(2) Subject of the contract cannot readily be replaced, or

(3) D is insolvent