UCC 2-202 and the plain meaning rule

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the lantern
Posts: 368
Joined: Mon May 18, 2009 8:47 am

UCC 2-202 and the plain meaning rule

Postby the lantern » Tue Dec 14, 2010 11:00 pm

One quick question which I hope one of you can answer:

If there is a sale of goods (i.e. the UCC applies), do you apply the plain meaning rule (whether it be the NY/Context, California, or Alaska rules) or does UCC 2-202 limit you to only using course of dealing, usage of trade, and course of performance? It seems like UCC 2-202(b) says that you cannot use parol evidence if there is a completely integrated agreement. Studying with my group, and they seem to believe that the plain meaning rule is still used in this situation, but I am not so certain. I could certainly be wrong, but I think UCC 2-202 means you can only resort to usage of trade, course of performance, and course of dealings. Can anyone help me out here?

Thanks in advance.

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kalvano
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Re: UCC 2-202 and the plain meaning rule

Postby kalvano » Wed Dec 15, 2010 12:07 am

If the UCC applies and covers something, use the UCC rules. If the UCC isn't on point, go to common law.

the lantern
Posts: 368
Joined: Mon May 18, 2009 8:47 am

Re: UCC 2-202 and the plain meaning rule

Postby the lantern » Wed Dec 15, 2010 2:39 am

I understand the general idea, but could you provide any more insight? It is easy to see how the plain meaning rule could be filling a gap left by the UCC. It can also be argued that if the UCC addresses it and doesn't mention it (no mention of plain meaning rule or anything like it), then we shouldn't then turn to the common law. Sorry if I am being unclear, but it is really the best way I know to phrase the question.

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Sogui
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Re: UCC 2-202 and the plain meaning rule

Postby Sogui » Wed Dec 15, 2010 4:04 am

(b) does not trump the entire rule here

This rule always allows custom and course of dealings evidence to supplement/explain the terms

It only allows "additional" terms beyond that to be included it the agreement was not intended to be final and exclusive.

Otherwise the 2nd poster is right, the UCC is pretty explicit about its rights if you read carefully




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