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6 General Rules for Construction of Contracts

1. Whole- General Intent Better than Specific Clauses
2. Ordinary Meaning
3. Written
4. Custom and Usage
5. Valid
6. Ambiguities-Construed Against the Drafter

General Things to Remember About "Integrations"

When you express intent to have a K be the full and final expression of an agreement
1. Any other expressionsmade prior to the K are inadmissible

Issues for "Integration"

1. Intended to be a Final Expression
2. Complete or partial
3. Merger Clauses - presumption of complete

Things Outside of the Scope of Parol Evidence

1. Formation Defects
2. Conditions Precedent to the Agreement
3. Collateral Agreements
4. Subsequent Modifications

3 Article 2 Specific Supplementations to Contract if Ambiguous

1. Course of Dealings
2. USage of Trade
3. Course of Performance

Contracts Involving Nonmerchant and Mod-Art 2

addition terms are proposals and don't become part of the contract

Contracts Invlving Merchants and Mod-Art 2

additional terms are included unless
1. MAterially Alter the K
2. Expressly Limit Acceptance
3. Offeror has objected or objects within reasonable time

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