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What does the UCC govern?
The UCC governs all sales of goods. A good is defined as all things moveable at the time of identification for the contract for sale.
Unjust enrichment
A person who supplied things or services to another, although acting without the other’s knowledge or consent is entitled to restitution thereof if there is a Benefit conferred or services provided (benefit must be known)
What is the modern approach to parol evidence?
the writing itself cannot provide its own completeness. A court should consider evidence of all the facts and circumstances surrounding the execution of the contract and its language, to discover the parties’ intent.
When is the predominate purpose test used? What are the elements of the predominant purpose test that the court examines? (3)
Whenever it is ambiguous as to what law should govern use this test.
In determining the nature of the contract, the court looks at(1) the language of the contact, (2) the nature of the business of the supplier and (3) the intrinsic worth of material. For the UCC to apply, the sale of goods must dominate.
REASONABLE REXPECTATIONS DOCTRINE
Courts applying this doctrine will interpret a policy to provide the protection an insured party might reasonably have expected, even if the policy wording does not provide that coverage.
What is promissory Estoppel?
A promise can be legally binding if it causes someone to act or make sacrifices based on believing the promise, and it would be unjust not to enforce it.
Parol Evidence
The parol evidence rule provides that a party may not introduce evidence that conflicts with the express terms of a contract, unless there is evidence of mistake or imperfection or that the parties dispute the validity of the contract, or fraud that does not relate to the subject of the contract.
What is a promise under the UCC?
a promise is a manifestation of intention to act or refrain from acting in a specified way so made as to justify a promise in understanding a commitment was made.
How to write a parol evidence answer
1. Is the agreement in final expression (writing) of the parties intent (aka integrated)? If so, is it completely or partially?
2. What evidence is being offered? Contradictory, supplemental, or interpretative?
3. Do any exceptions apply? explanatory, oral condition precedent, fraud, or collateral agreement?
Actual reliance v. Objectively reasonable reliance
Actual reliance: A fact-based analysis; a mere hopeful expression is NOT justifiable reliance
Objectively reasonable Reliance: Fact based analysis as well – look at things that would be reasonable based on promise and talk about things that would be unreasonable based on the promise
What is the traditional approach to parol evidence?
Four-corners approach; the only criterion of completement of the written contract is a full expression of the agreement of the parties in writing itself