However, no K if term can’t r’bly be interpreted
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)
This is not true for employment contracts or similar
Usage, course of dealing, course of performance
All are ADMISSIBLE to help ct interpret K. (UCC § 2-202)
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)
1,000 shingles example
BUT where party doesn’t know or have reason to know, and term is therefore ambiguous, no K — Peerless situation. (Flower City Painting)
Unfair surprise rule. (Weaver)
Provision in K not fairly to be expected is unenforceable
Doctrine of r’ble expectations for form contracts. (Rest § 211)
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))
Ex: you get a claim ticket in a parking garage w/ some terms on it. (??? TODO what???)
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))
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
Would form-taker R’BLY BELIEVE term is included?
These questions lead to duty on part of form-giver to draw attention to these terms
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)
How are expectations formed?
Circums (Sardo — oral interchange)
Do disputed terms eviscerate the basic structure of the bargain?
Parol Evidence Rule
Parol ev won’t be admitted to VARY, ADD TO, or CONTRADICT a WRITTEN contract that constitutes an integration
Integration? If not, then evidence allowed
Four corners: if looks complete, then is total integration
UCC/Rest: intent determinative. All evidence admissible to determine whether total integration
Term inconsistent? If so, then ev not allowed
Tests: logical inconsistency, r’ble harmony
Term is add’l / not-inconsistent
Would term have been omitted?
Would parties NATURALLY have omitted? Then excluded, else admitted. (Rest)
Would parties CERTAINLY have omitted? Then excluded, else admitted. (UCC § 2-202)
Prior agr’t supported by separate consid; to show mistake; to show fraud/duress/etc; others