Create an account
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
Please allow access to your computer’s microphone to use Voice Recording.
Having trouble? Click here for help.
We can’t access your microphone!
Click the icon above to update your browser permissions and try again
Reload the page to try again!Reload
Press Cmd-0 to reset your zoom
Press Ctrl-0 to reset your zoom
It looks like your browser might be zoomed in or out. Your browser needs to be zoomed to a normal size to record audio.
Please upgrade Flash or install Chrome
to use Voice Recording.
For more help, see our troubleshooting page.
Your microphone is muted
For help fixing this issue, see this FAQ.
Star this term
You can study starred terms together