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2

However, no K if term can’t r’bly be interpreted

B

Gen’y, where a duration may be r’bly supplied by implication, K is not terminable at will: K will extend for r’ble time.  (Haines)

1

This is not true for employment contracts or similar

IV

Usage, course of dealing, course of performance

A

All are ADMISSIBLE to help ct interpret K.  (UCC § 2-202)

B

Agr’t is interpreted in accordance w/ usage where both parties know or have reason to know of usage, and neither knows or has reason to know other attaches inconsistent meaning to term.  (Rest § 220(1)) (Salem Press)

1

1,000 shingles example

C

BUT where party doesn’t know or have reason to know, and term is therefore ambiguous, no K — Peerless situation.  (Flower City Painting)

V

Unfair surprise rule.  (Weaver)

A

Provision in K not fairly to be expected is unenforceable

VI

Doctrine of r’ble expectations for form contracts.  (Rest § 211)

A

Where party to agr’t manifests assent to a writing and has reason to believe similar writings are regularly used TO EMBODY TERMS of similar agr’ts, writing becomes integration.  (Rest § 211(1))

1

Ex: you get a claim ticket in a parking garage w/ some terms on it.  (??? TODO what???)

B

But where other party has reason to believe party manifesting assent wouldn’t do so if he knew that the writing contained a particular term, the term is not part of the agr’t.  (Rest § 211(3))

1

If form-giver knows/reason that form-taker might not assent if he knew of particular term, form-giver has no R’BLE EXPECTATION that form-taker knows about term

2

Would form-taker R’BLY BELIEVE term is included?

3

These questions lead to duty on part of form-giver to draw attention to these terms

C

Eisenberg thinks ct shouldn’t just exclude term, but rather ct should reform K to include r’bly expected term (e.g., in Sardo, by adding “jewelry” to list of covered items)

D

How are expectations formed?

1

Circums (Sardo — oral interchange)

2

Do disputed terms eviscerate the basic structure of the bargain?

Parol Evidence Rule

I

Gen’y

A

Parol ev won’t be admitted to VARY, ADD TO, or CONTRADICT a WRITTEN contract that constitutes an integration

II

EXAM APPROACH:

A

Integration?  If not, then evidence allowed

1

Tests:

a

Four corners: if looks complete, then is total integration

b

UCC/Rest: intent determinative.  All evidence admissible to determine whether total integration

B

Term inconsistent?  If so, then ev not allowed

1

Tests: logical inconsistency, r’ble harmony

C

Term is add’l / not-inconsistent

D

Would term have been omitted?

1

Test:

a

Would parties NATURALLY have omitted?  Then excluded, else admitted.  (Rest)

b

Would parties CERTAINLY have omitted?  Then excluded, else admitted.  (UCC § 2-202)

E

BUT exceptions

1

Prior agr’t supported by separate consid; to show mistake; to show fraud/duress/etc; others

III

Integration

17

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