Provisions of a contract that expressly state the terms or conditions of the agreement
A condition that parties have agreed upon and that's explicitly stated in the contract.
A condition that is not agreed upon by the parties mentioned in the contract but rather is supplied by the court in the interest of fairness
A condition that must be met before a party's promise under a contract becomes absolute.
General Rules on Contract Construction
1. Comm's are viewed as a whole, inconsistencies are discarded 2. Interpreted according to business custom and usage. Standard for industry. 3. Ordinary meanings of words 4. Incosistency of between provisions. Handwritten prevail over typed provisions
Parol Evidence Rule
Written argreement purporting is the full and final expression of an agreement that may not be altered by evidence that adds to/alters/varies from the agreement made prior to the writing.
Not a full expression of an agreement
Full purport of agreement. Most contracts state this.
Conditions where oral testimony will be permitted:
1. Failure of consideration 2. Fraud, duress, mistake 3. Not performable within 1 yr. 4. Ambiguities deserving of explanation
Statute of Frauds
Laws and UCC provisions that state the contracts that must be in writing. 1. Real Estate 2. Marriage 3. Not performable within 1 year 4. Co-signing 5. Over $500 6. Decedent's debts
Discharge of Obligation (8) Needn't perform
1. Excuse of Conditions (timing element) 2. Performance 3. Breach of contract 4. Agreement of the parties 5. Impossibility of performance 6. Supervening illegality 7. Death or destruction of subject matters 8. Frustration of purpose
Agreement of both parties to relieve one another from the obligation to perform.
Accord and Satisfaction
Agreement of one party to accept full payment of the other of a sum less than the full sum of a debt.
Substituting someone else for a party to a contract. you can't paint the house but send friend over
Frustration of Performance
For example.. something is postponed so you don't pay. Technically could have performed but didn't due to change in circumstance.
3rd Party Beneficiary
2 parties agree that the 3rd party will get something.
Someone expressly mentioned in a contract. Creditor & donee, something owed & gift or not owed
Not mentioned under the contract. Doesn't have rights
Transfer of a party's rights under a contract to someone else.
A party's appointment of another person to fulfill the duties require of the party under the contract. The person helping has no rights.