Is Kw integrated?

Corbin: consider
everything
Williston: writing
itself

No: Parole Yes: (209, 210

Evidence Rule R2d) (2-202
doesn't apply UCC)

Why does the

party want to
introduce P.E?

To challenge
the writing or
To interpret
extent to
the Writing
which it is
To supplement or modify integrated
the agreement
If subsequent
Are you in a 4
Usually can introduce or or
corners court
P.E here; might be commercial
or a West
harder if 4 corners context, then
Coast Court?
court, but fraud, fine.
Is the agreement duress, etc
completely probably okay. CA Court:
integrated? 4 Corners: Is
always look at
(Bollinger) the agreement
Look for Merger Subsequent and context
clear on its
Clause beyond 4
Commercial context face?
are fine. Ways to
corners.
challenge: 1. Not
integrated, just draft,
yes: Kp not meant to be final;
Excluded by 2. Integrated but not
PER fully, or completely; 3.
No: Partially integrated Foundational: fraud,
mistake, never seen
216: A writing isnt completely this!.
Is it is a Is it integrated if the writing omits a No: P.E
Yes: No P.E Allowed
subsequent commercial consistent additional term which is
agreement? context? agreed to for separate consideration
or such a term as in the
circumstances might naturally be
omitted form the writing

Few Restrictions;
No oral Does KP
modifications contradict the
might be, but CL written
says can always agreement?
modify, UCC
does recognize
them. (2-209(2))
Yes: Kp
Excluded No: Is there
independent
(Gianni) consideration for
Kp?

No real rule Yes: Independent

preventing No: Collateral would you
Agreement P.E
this. naturally (CL) or
Admissible.
certainly (UCC) expect
the stuff to be in the K?

Yes: P.E No: Allow P.E

Excluded
Gianni
Masterson
 Price, quantity,
date, ..

Offer: Terms K(A)

No Express
Accepts without Acceptance with Acceptance in
additional terms Terms K(B) writing, proposal
with terms K(B)

Does the conduct

K(A) of the parties
Common Law?
2-204 UCC recognize or
No K acknowledge the
2-2-6
existence of a K?

Was the Yes:

acceptance No: No K.
conditional? Terms = K(AB +
____)
Gap Fillers
A and Bs overlap +
___
Yes
No: 2-207(3)
Terms: K(A)
K Implied in Fact
Terms if Merchant:
K(A~UB) Does Offer Accept
Unless A, B, C occurs then terms?
K(A)
(I.e. all of the terms of A
and B unless they violate No: No K
or are different.) Yes Terms: K(B) 2-207(1)
2-207(2)
(Itoh)

Litronic: Different Terms

1 (Maj) Different terms drop out
Knock out rule and use UCC
gap fillers
2. (Min) Offerees discrepant
terms drop out and the offerors
terms become the terms (last
shot) Least
3. (Min) Different and Additional
terms are equated and the
question turns on whether theyll
materially alter the K. If yes
proposals; ; if no part of K.
 Perfect Tender?
I.e. failure to perform
breach; defective
performance

No: 235(2)
Yes, K (235)(1)
So there is a breach but..

Was the performance

substantial?
Factors for substantial :
R2D 241

No.

Yes. Sue for on K remedies. Breach is material(converse of

You dont have the power
to disaffirm, might not even
have power to suspend.
substantial performance)
Deprivation of Expected benefit;
adequate compensation?; unfair
forfeiture?; likelihood of cure?;
willfulness of the breach?.

If it was a minor breach but

there was a repudiation,
then you can decide again Is the material breach
whether total or partial cured? (242)

If yes, cured, only sue for If no,

on K remedies. promisee chooses

(in some jurisdictions, the

non-breaching party can Partial Total
demand a cure; elsewhere,
only the seller can demand Sue for on K remedies
a cure)
 Is there breach?
Failure of delivery; non-
conforming goods

Yes can reject all

some or none unless
the time for No? No Breach
performance hasnt
come yet.

Is there time to cure?

No. Breach unless the

Yes: Then may
seller thought the
seasonably notify of
buyer would accept the
intent to cure and do
non-conforming good
so.
and can cure.
 A gives benefit to B

Unintended Benefit intended

Mistake / Accident? = Incidental? no

Does A expect
Restitution & Unjust obligation, positive
compensation?
Enrichment externality

Yes. Does B' s conduct

No = Gratuitous suggest he intends to
pay A?

no = Quasi-Contract yes = contract implied

Claim / K implied in in fact, needs
law. consideration, etc...

1. Receive Benefit 2.
Appreciate Benefit 3.
Retain Benefit 4. B
would be unjustly
enriched