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Contracts- Determining the Terms
6 General Rules for Construction of Contracts
1. Whole- General Intent Better than Specific Clauses
2. Ordinary Meaning
4. Custom and Usage
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