1L Substantive Law Questions (Get your BLL on ITT)

[Easy-E]

My understanding...

Thanks for answering my other questions guys.

Couple K's Q's:
1. Does a term have to be ambiguous for parol evidence to be allowed? (Not talking about the UCC, which I know doesn't require ambiguity)

I believe so, but that's assuming the K is NOT fully integrated (contains merger clause) and that the parol evidence does not contradict express terms of K. In that case, if may be allowed if it clears up an ambiguity (judges discretion?).

2. Contract interpretation: when there are two conflicting agreements on a term (ie: what is a chicken), when do the courts void the entire contract (like in Peerless) or instead void the term only and add in an objective meaning (or decide which subjective meaning is better). Basically, when do the courts void the contract or decide to fix it?

Less sure on this one, so I'm interested in better answer but, I think UCC will generally try to "fix" the K rather than void it. If the misunderstanding is material and neither party is at fault, I believe they will void K (exception being cases of "bad faith", where one party knows how other will interpret it). Sorry if that's not helpful.

[Presidentjlh]

I thought extrinsic evidence could be allowed even if ambiguity is not apparent. Pacific Gas & Elec. Co. v. G.W. Thomas Drayage & Rigging Co.

Traynor says "The test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether it appears to the court to be plain and unambiguous on its face, but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible."

[sublime]

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[Presidentjlh]

There are both four corners rulings and language is imprecise rulings.

It certainly can't alter an express term, but some courts allow it to alter an implied term

Hatley v. Stafford, right?

[sublime]

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[Presidentjlh]

There are both four corners rulings and language is imprecise rulings.

It certainly can't alter an express term, but some courts allow it to alter an implied term

Hatley v. Stafford, right?

Yea, I think so (The wheat farmer one, right?)

Yes.

[Easy-E]

There are both four corners rulings and language is imprecise rulings.

It certainly can't alter an express term, but some courts allow it to alter an implied term

Now I'm stressed, I don't have these in my notes.



Also, UCC 2-207 question. For terms in addition to offer, as one of the exceptions to terms being allowed in I have "expressly limits acceptance to terms of offer". Can someone just decipher that for me?

[sublime]

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[Easy-E]

There are both four corners rulings and language is imprecise rulings.

It certainly can't alter an express term, but some courts allow it to alter an implied term

Now I'm stressed, I don't have these in my notes. I've heard of four corners though outside my class, is that just the term for looking to 1) express terms of K, 2) trade usage of term, 3) usage by parties in other deals and 4) previous use of term by parties in dealings?




Also, UCC 2-207 question. For terms in addition to offer, as one of the exceptions to terms being allowed in I have "expressly limits acceptance to terms of offer". Can someone just decipher that for me?

Don't be stressed, your class may not have talked about it. But yea, 4 corners just means that look at the K, if it is unambiguous on its face, then that is it. Kinda the same thing as the plain meaning rule. Think like Mitchell v Lath and WWW assoc v. Gianotti (sp?)

Courts usually will allow prior course of dealings and industry custom though.

For 2-207 It just means that a party can say that if you don't accept a certain provision, they don't agree to the K. Of course then they usually form one through their actions, so it doesn't really matter.

We covered the WWW Assoc. case, so I'll take another look. Yeah, I didn't really understand the practical application (exam purposes) of that part. I may sacrifice a stray cat for a snow day tomorrow.

[Jsa725]

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[Easy-E]

Also, UCC 2-207 question. For terms in addition to offer, as one of the exceptions to terms being allowed in I have "expressly limits acceptance to terms of offer". Can someone just decipher that for me?

basically … you can only accept what is in XYZ contract. nothing more, nothing less. offeror states that you must accept the K as written, etc...

But with 2-207 we're talking about terms in addition to a K in the acceptance. So the offeror makes offer, K accepts + conditions, including one that says offeror must accept all these terms no more no less. They begin performance, something happens... I don't know. I can't really wrap my head around it. It doesn't seem to have any practical application to me, but maybe I'm missing something.

[Br3v]

Is there a UCC provision defining consideration like there is for the Restatement? Just realized, I don't think there is.

[dj_roomba]

Thanks guys. The answer I found was:

First question: the court looks to see if the term is ambiguous. Under the plain meaning rule, if it is clear on its face, only context may be used to show that the term is still ambiguous. Under the 4 corner rule, nothing (not even context) can be used (it's either clear or not clear). If unclear, PER can be used to help interpret.
Under the modern restatement view (in Pacific gas), PER can be used to help interpret regardless of whether it's clear or not.

Second question: the contract is void if the term is essential.

I might be wrong

[sublime]

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[Easy-E]

Also, UCC 2-207 question. For terms in addition to offer, as one of the exceptions to terms being allowed in I have "expressly limits acceptance to terms of offer". Can someone just decipher that for me?

basically … you can only accept what is in XYZ contract. nothing more, nothing less. offeror states that you must accept the K as written, etc...

But with 2-207 we're talking about terms in addition to a K in the acceptance. So the offeror makes offer, K accepts + conditions, including one that says offeror must accept all these terms no more no less. They begin performance, something happens... I don't know. I can't really wrap my head around it. It doesn't seem to have any practical application to me, but maybe I'm missing something.

Anything conflicting is filled in by the UCC, I believe.

Oh, so its saying "you can't make your terms the gap fillers, that's the UCC's job"?

[Frank Grimes]

But with 2-207 we're talking about terms in addition to a K in the acceptance. So the offeror makes offer, K accepts + conditions, including one that says offeror must accept all these terms no more no less. They begin performance, something happens... I don't know. I can't really wrap my head around it. It doesn't seem to have any practical application to me, but maybe I'm missing something.


2-207(3) - the parties conduct indicates that a K has been created in the scenario you are describing. (3) follows the knockout rule for terms that both parties have no assented to, therefore the UCC gap filling provisions would apply the term

[Jsa725]

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[Jsa725]

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[Easy-E]

Also, UCC 2-207 question. For terms in addition to offer, as one of the exceptions to terms being allowed in I have "expressly limits acceptance to terms of offer". Can someone just decipher that for me?

basically … you can only accept what is in XYZ contract. nothing more, nothing less. offeror states that you must accept the K as written, etc...

But with 2-207 we're talking about terms in addition to a K in the acceptance. So the offeror makes offer, K accepts + conditions, including one that says offeror must accept all these terms no more no less. They begin performance, something happens... I don't know. I can't really wrap my head around it. It doesn't seem to have any practical application to me, but maybe I'm missing something.

(1)A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

(2) The additional terms are to be construed as proposals for addition to the contract. Between merchantssuch terms become part of the contract unless:

(a) the offer expressly limits acceptance to the terms of the offer;
(b) they materially alter it; or
(c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

basically, an acceptance operates as an acceptance even if if contains extra terms UNLESS there the acceptance contains additional terms which require assent (of the original offeror)... the new terms are "proposals for inclusion" (get added into the original K) UNLESS the original offer expressly limited the acceptance to the terms in the offer --> this means no additional terms b/c he expressly limited acceptance… the offeror is the master of his offer


eta: the practical application THINK warranties and arbitration agreements… those fall into 2(b) b/c they materially alter the K.

We didn't even cover warranties, but I understand, though I'm not 100% on what defines material.

[Easy-E]

But with 2-207 we're talking about terms in addition to a K in the acceptance. So the offeror makes offer, K accepts + conditions, including one that says offeror must accept all these terms no more no less. They begin performance, something happens... I don't know. I can't really wrap my head around it. It doesn't seem to have any practical application to me, but maybe I'm missing something.


2-207(3) - the parties conduct indicates that a K has been created in the scenario you are describing. (3) follows the knockout rule for terms that both parties have no assented to, therefore the UCC gap filling provisions would apply the term

original offer says if there is a problem, we litigate in USDC SDNY acceptance has something that says we go to arbitration. since arbitration materially alters the K, then it is knocked out. therefore, offeree is bound to USDC SDNY.

This makes sense now, thanks.

[iworkforlsac]

Question on mens rea and material terms in a statute:

I recall that under the MPC a mens rea for one material term is presumed to apply to all the other material terms (this would concern a statute where not all the material terms have a mens rea prescribed to it).

What is the view on this under common law jurisdictions? Is it the same presumption that one mens rea term attaches to all other terms?

Thoughts would be appreciated

[kay2016]

If anyone has covered this in crim law..

What's the difference between specific intent and general intent crimes? I have the wrong definition I think.. In my outline I associated specific intent crimes as those with a high mens rea and general intent crimes as those with a low mens rea.

But I feel like that's not really what the difference is.

[Jsa725]

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[kay2016]

Question on mens rea and material terms in a statute:

I recall that under the MPC a mens rea for one material term is presumed to apply to all the other material terms (this would concern a statute where not all the material terms have a mens rea prescribed to it).

What is the view on this under common law jurisdictions? Is it the same presumption that one mens rea term attaches to all other terms?

Thoughts would be appreciated

if carry-back or carry-through rule then use the same mens rea term, default reckless rule can come into play for the counter-argument. i.e. lower standard therefore potentially guilty defendant.

If anyone has covered this in crim law..
What's the difference between specific intent and general intent crimes? I have the wrong definition I think.. In my outline I associated specific intent crimes as those with a high mens rea and general intent crimes as those with a low mens rea.

But I feel like that's not really what the difference is.

specific intent - mens rea of P or K
general intent - mens rea of R or N

Oh wow. my notes weren't wrong then! Thank ya!

[iworkforlsac]

Question on mens rea and material terms in a statute:

I recall that under the MPC a mens rea for one material term is presumed to apply to all the other material terms (this would concern a statute where not all the material terms have a mens rea prescribed to it).

What is the view on this under common law jurisdictions? Is it the same presumption that one mens rea term attaches to all other terms?

Thoughts would be appreciated

if carry-back or carry-through rule then use the same mens rea term, default reckless rule can come into play for the counter-argument. i.e. lower standard therefore potentially guilty defendant.

If anyone has covered this in crim law..
What's the difference between specific intent and general intent crimes? I have the wrong definition I think.. In my outline I associated specific intent crimes as those with a high mens rea and general intent crimes as those with a low mens rea.

But I feel like that's not really what the difference is.

specific intent - mens rea of P or K
general intent - mens rea of R or N

Nice, thanks. Also, any thoughts on whether there can be an "attempted conspiracy?" this part of the law is rather confusing to me..