Term
Rest 359 - Effect Adequacy Damages
Specific Performance |
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Definition
1. Specific Performance will not be ordered if damages would be addequate
2. 1 part does not remder other parts precluded from specific performance |
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Term
| UCC- 716 - Specific Performance |
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Definition
| Specific Performance may be decreed where the goods are unique or in other proper circumstances. |
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Term
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Definition
| Sale of carrots, would have had specific performance because carrots were unique but the K was one-sided. |
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Term
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Definition
| ? of if they could get out of contract due to lack of mutuality. Court says No. They were the only supplier. It was too hard for them to get $ amount for another supplier. |
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Term
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Definition
| Advertising on side of building. Wanted it to stay. Compaire gain to plaintiff from a grant of specific performance with teh loss to teh defendant from the grant. Balancing the hardships. In this case, keeping the billboard up would have been a hardship and they could get advertising space elsewhere. |
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Term
| Courts must deny specific performance if |
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Definition
| It violates 13th amendment to make an individual work for someone they dont want to work for. |
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Term
Injunctions against breach?
Why |
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Definition
| Where someone breached and you got injunction so they could not perform in same city. Biance ex. |
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Term
| Test re: Enforceability of post-employment covenants not to compete? |
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Definition
1. too broad of area.
2. does it protect trade secrets
3. must be a legit agreement. |
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Term
| Split of authority over overbroad covenant |
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Definition
1. Blue Pencil Rule
2. Rewrite to be fair.
3. Refuse to enforce. |
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Term
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Definition
Airline and travel agency. Airline wanted out. Granted specific performance to perform the contract. Court should grant it when
1. contract is valid
2. it has been substantially performed and is willing to perform
3. Def is able to perform
4. Plaintiff has no appropriate remedy in law. |
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Term
Parol Evidence Rule
Definition
Effect |
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Definition
Rule that jury may or may not hear evidence that is not in k writing, for oral modification that did not make it into K
Prevents jury from hearing certain evidence as it pertains to K. |
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Term
Integration
Complete:
Effect:
Partial:
Affect |
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Definition
The finality of the agreed upon terms
says all terms agreed on
No extrinsic allowed
Does not include all agreed on.
only admit extrinsic evidence that is consistent with terms in writing. |
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Term
Non Integrated Contract
Effect |
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Definition
not in writing or terms not finalized.
Extrinsic automatically allowed. |
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Term
extrinsic evidence
two kinds |
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Definition
desceribed an alleged contract term not reflected in teh parties writing.
1. usually oroal testimony about an unwritten terms claimed to be aprt of a K
2. Can be written. |
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Term
How do you interpret contract meaning
1.2.3. |
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Definition
1. Familiarity with culture/language/cues
2.spock?
Interpreting takes experience |
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Term
| PER applies to(is an issue only if) |
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Definition
the term was written, agreed to prior to making of the K and the terms was not agreed to for seperate consideration
and
term was oral, was agreed to at time of K, was made adn was not for seperate considertion
If contemporaneous, only oral apply. |
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Term
| 3 question for PER Prob spotting |
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Definition
Is evidence written or oral?
Is evdience a terms agreed to in or before teh K was signed, whiel teh k signed or after K signed.
3. Was the terms agrred to for seperate consideration. |
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Term
| Partially v. Not integrated test |
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Definition
| In writing and final as to at least one term |
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Term
| Willison (4 corners approach) |
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Definition
1. Does K have merger clause.
2. if clause, then K is completed integrated.
3. If no clause, ask is K appear complete on its face
4. then ask if the term such that it may have been naturally omitted from writing
--if not, integrated. |
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Term
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Definition
All Evidence
A. merger clause equals complete integration
B. Consider all relevant evidence including term at issue, in deciding issue |
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Term
| Basic Application of PER/Integration |
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Definition
1. Completely integrated= inadmissable if within K's scope
2. Partially integrated=admissible to supplement if consistent
3. if unintegrated=all admissable |
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Term
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Definition
| Icehouse - Not collateral if subject is closely related. It would have been closely related. It contradicts, therefore complete integration and no modification. |
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Term
| Mitchell v. Lath Consistency test |
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Definition
Does the term contradict any aspect of the writing?
1. Collateral agreement?
2. Must not contradict?
3. Woudl it not ordinarily be expected in writing?(williston) |
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Term
| Mitchell v. Lath Complete Integration Test |
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Definition
1. Whether inspection reveals a full and complete agreement
2. Whether nature of K such that if agreemetn had made it woudl have been natural to include term
3. Is teh alleged collateral agreement closely bound by k? |
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Term
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Definition
Ranch, option to buy for family.
Example of PER allowed.
Collateral not an issue
Subsumed
Might naturally be made in seperate agreement. |
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Term
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Definition
K to sell distillery, condition to get son employment.
PE admitted.
No intergration clause
Close relationship
no contradition of terms
employement and sales are usually sep.
not naturally part of k. |
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Term
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Definition
Scrap Metal K. Sales agreements with different press and dates
1. Parol evidence re: mistake
some admission does not mean all allowed.
Complete negation test
extrinsic evdience is consistent and not contradicting as long as it does not negate it. |
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