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White City Shopping Ctr. v. PR Rests., LLC, 21 Mass. L. Rptr. 565 (Mass. Super. Ct. 2006).
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1Is the interpretation of the plain meaning of contractual language a question of law for the judge?
Is the interpretation of the plain meaning of contractual language a question of law for the judge?2Under what circumstances does contract interpretation present a question of fact for the jury to resolve?
Under what circumstances does contract interpretation present a question of fact for the jury to resolve?3What is parol evidence?
What is parol evidence?4What is the parol evidence rule?
What is the parol evidence rule?5What is a completely integrated agreement?
What is a completely integrated agreement?6How does the parol evidence rule apply to completely integrated agreements?
How does the parol evidence rule apply to completely integrated agreements?7A manufacturer and supplier exchanged emails discussing the formation of a supply contract. At the same time that they were sending emails back and...
A manufacturer and supplier exchanged emails discussing the formation of a supply contract. At the same time that they were sending emails back and forth, the manufacturer and supplier were also having telephone conversations about the contract. The contract was finalized in an email setting out the complete terms of the parties’ agreement and was adopted by both parties. The supplier ultimately sued the manufacturer for breach of the contract. During litigation, the manufacturer wanted to testify about an oral agreement made during one of the parties’ telephone calls that the manufacturer claimed modified a term included in the final email recording the parties’ agreement.Assuming that the parol evidence rule applies to agreements recorded electronically, does the parol evidence rule bar the manufacturer from testifying about the telephone call?8A lender and a borrower met to sign a written loan agreement prepared by their lawyers. The written contract included an early repayment penalty. T...
A lender and a borrower met to sign a written loan agreement prepared by their lawyers. The written contract included an early repayment penalty. The borrower did not like this term because it would penalize the borrower for paying the loan before the due date. Nevertheless, the borrower and the lender both signed the agreement. The borrower then asked the lender if the lender would consider waiving the penalty. The lender agreed to waive the term and ask the lawyers to draft an addendum to the agreement. The parties did not make any written note of the waiver on the signed writing or otherwise. The lender never produced the addendum, and a dispute later arose over whether the borrower was obliged to pay the penalty.Does the parol evidence rule bar the borrower from seeking to prove the lender’s oral agreement to waive the penalty?9What is a partially integrated agreement?
What is a partially integrated agreement?10A buyer bought a used car from a dealer. The written contract stated that the car was sold “as is,” which meant that it had no warranty. However, t...
A buyer bought a used car from a dealer. The written contract stated that the car was sold “as is,” which meant that it had no warranty. However, the buyer claimed that the dealer said at the time of purchase, “If anything goes wrong with the engine in this car in the next three months, bring it back, and we will fix it for free.” The car’s engine broke down a month after the sale. The buyer took the car back to the dealer, but the dealer denied ever making that oral statement to the buyer and refused to repair the engine.Assuming the Uniform Commercial Code (UCC) applies to this contract for the sale of goods, does the parol evidence rule bar the buyer from testifying about the dealer’s oral promise?11If parties have entered into a written contract, does the parol evidence rule bar testimony about a subsequent oral agreement between the parties m...
If parties have entered into a written contract, does the parol evidence rule bar testimony about a subsequent oral agreement between the parties modifying that earlier written contract?12Is evidence of a prior oral agreement that a contract is subject to a condition precedent admissible if the condition is not contained in the parti...
Is evidence of a prior oral agreement that a contract is subject to a condition precedent admissible if the condition is not contained in the parties’ subsequent, apparently integrated, written agreement?13Is evidence of trade usage generally admissible under the parol evidence rule to explain or supplement the terms of an apparently integrated writte...
Is evidence of trade usage generally admissible under the parol evidence rule to explain or supplement the terms of an apparently integrated written agreement for the sale of goods?14Is evidence of a course of performance barred by the parol evidence rule?
Is evidence of a course of performance barred by the parol evidence rule?15Does the parol evidence rule bar extrinsic evidence used to show that a contract is unenforceable?
Does the parol evidence rule bar extrinsic evidence used to show that a contract is unenforceable?16A buyer was considering purchasing a seller’s home. The buyer asked the seller if the furnace worked. The seller replied that the furnace was quite...
A buyer was considering purchasing a seller’s home. The buyer asked the seller if the furnace worked. The seller replied that the furnace was quite new, efficient, and in excellent working condition. The heating was off at the time of the sale, so the buyer did not observe the furnace in operation. The written deed of sale contained a clause stating, “This deed of sale is the entire agreement between the parties. The parties acknowledge that no representations or promises have been made, except for those set out in this deed.” It did not mention the furnace. The buyer moved into the house, tried to turn on the furnace, and discovered that it did not work. A heating technician determined that the furnace was old, rusty, could not have worked for years, and was too broken down to be fixed. In a lawsuit for fraud, does the parol evidence rule bar the buyer from testifying about the seller’s oral misrepresentation?17Does the parol evidence rule bar evidence that the consideration to a contract is a sham?
Does the parol evidence rule bar evidence that the consideration to a contract is a sham?18Does the parol evidence rule bar extrinsic evidence that varies the legal effect of a contract or otherwise contradicts an implied contract term?
Does the parol evidence rule bar extrinsic evidence that varies the legal effect of a contract or otherwise contradicts an implied contract term?19A seller granted a buyer an option to purchase a plot of land. The buyer decided not to buy the land. The option was valuable because it offered th...
A seller granted a buyer an option to purchase a plot of land. The buyer decided not to buy the land. The option was valuable because it offered the land for a price far below its market value. The buyer therefore sold the option to a third party. The seller refused to honor the third party’s exercise of the option, claiming that the seller and the buyer had agreed orally when the option was granted that it was personal to the buyer and non-transferrable. The written grant of the option said nothing about whether or not the option was transferable. The law treats an option as property, so in the absence of any agreed restriction, the holder of an option has the right to sell it. Is the seller’s testimony that the option was personal to the buyer barred by the parol evidence rule as contradictory to the writing?20Do courts prefer to give reasonable, lawful, and effective meaning to contract terms?
Do courts prefer to give reasonable, lawful, and effective meaning to contract terms?21Will courts permit general language to control over specific and exact terms in interpreting a contract?
Will courts permit general language to control over specific and exact terms in interpreting a contract?22An apartment lease provided that the lessee “shall be responsible for all damage caused to the premises by the lessee, guests, invitees, contractor...
An apartment lease provided that the lessee “shall be responsible for all damage caused to the premises by the lessee, guests, invitees, contractors, and other persons on or within the premises.” A burglar broke into the lessee’s apartment and damaged it extensively.Assuming that there is no extrinsic evidence about the intended scope of the lease provision, does the lease provision make the lessee liable for the damage caused by the burglar?23If a contract uses a list, are items in the same category as those listed impliedly included or excluded from the contract?
If a contract uses a list, are items in the same category as those listed impliedly included or excluded from the contract?24A divorce settlement agreement between a husband and wife stated that the husband would retain all jointly owned property except for “the family ho...
A divorce settlement agreement between a husband and wife stated that the husband would retain all jointly owned property except for “the family home, including all furniture, furnishings, artwork, kitchenware, and appliances in the home.”Is the wife entitled to keep the family dog under the settlement agreement?25Which receives greater weight when a court is interpreting a contract, standard terms or negotiated terms?
Which receives greater weight when a court is interpreting a contract, standard terms or negotiated terms?26What is an ambiguous term?
What is an ambiguous term?27If the parties ascribe different meanings to an ambiguous term, and one party knows of the misunderstanding at the time of the contract, which part...
If the parties ascribe different meanings to an ambiguous term, and one party knows of the misunderstanding at the time of the contract, which party’s interpretation of the term will govern?28If the parties ascribe different meanings to an ambiguous term, and neither party knows of the misunderstanding, has a contract formed?
If the parties ascribe different meanings to an ambiguous term, and neither party knows of the misunderstanding, has a contract formed?29If contractual language is clear and unambiguous on its face, is it permissible for the court to admit evidence offered by a party to demonstrate t...
If contractual language is clear and unambiguous on its face, is it permissible for the court to admit evidence offered by a party to demonstrate that the language is ambiguous?30Should a court confine its interpretation of a contract to the plain meaning of the contractual language if available contextual evidence shows tha...
Should a court confine its interpretation of a contract to the plain meaning of the contractual language if available contextual evidence shows that the parties intended the language to have a meaning different from its plain meaning?31What is trade usage?
What is trade usage?32A restaurant in a food court was forbidden from serving “hamburgers” by the terms of its lease. This provision was included in the restaurant’s lea...
A restaurant in a food court was forbidden from serving “hamburgers” by the terms of its lease. This provision was included in the restaurant’s lease to ensure that the restaurant did not compete with a specialized hamburger cafe located in the same food court. When the restaurant began serving chicken burgers (a chicken patty on a hamburger bun), the landlord claimed that this violated the lease. The restaurant owner countered that the dictionary defines “hamburger” as a ground beef patty, so chicken burgers are not hamburgers and were therefore permitted by the lease. However, in the restaurant industry, “hamburger” is commonly used to mean any patty on a hamburger bun, including a chicken patty. The hamburger cafe in the food court included chicken burgers on its menu.Should the lease be interpreted using the dictionary definition of “hamburger” or its meaning in restaurant industry?33What is a course of dealing?
What is a course of dealing?34What is a course of performance?
What is a course of performance?35What is the difference between a course of dealing and a course of performance?
What is the difference between a course of dealing and a course of performance?36If various pieces of evidence regarding a course of performance, a course of dealing, and usage of trade conflict and cannot be reconciled, which w...
If various pieces of evidence regarding a course of performance, a course of dealing, and usage of trade conflict and cannot be reconciled, which will prevail in interpretation of the contract?37Thirty years ago, a landowner granted a license to a power company to run “wires” across the landowner’s land. The fee to be paid to the landowner ...
Thirty years ago, a landowner granted a license to a power company to run “wires” across the landowner’s land. The fee to be paid to the landowner was based on the voltage carried by the wires. Ever since the contract was executed, the power company had run only electrical wires across the property. It then decided to run fiber optic cable (which does not transmit electricity) across the property. The landowner objected on the ground that the meaning of “wire” in the contract is electrical wire and does not include fiber optic cable. The power company contended that “wires” includes fiber optic cable. The parties never discussed what they meant by “wire,” there is no trade definition of “wire,” and the dictionary contains numerous definitions of “wire.” Is the landowner’s interpretation of “wires” the more reasonable interpretation of the term?38If a term is not defined in a contract and no extrinsic evidence helps to determine the parties’ intended meaning, will a court select a reasonable...
If a term is not defined in a contract and no extrinsic evidence helps to determine the parties’ intended meaning, will a court select a reasonable interpretation that favors the non-drafting party?39An insurance policy drafted by an insurer indemnifies the insured for “embezzlement,” which has two alternative dictionary definitions. The most co...
An insurance policy drafted by an insurer indemnifies the insured for “embezzlement,” which has two alternative dictionary definitions. The most commonly used definition is “the theft of funds by a person to whom they had been entrusted.” A less common meaning is “the unlawful destruction or falsification of a document.” A disgruntled employee destroyed some of the insured’s documents, causing financial loss. The insurer rejected the insured’s claim for the loss, stating that the policy used “embezzlement” in its more usual sense and did not cover document destruction. The insured argued that the word is broad enough to cover the unlawful destruction of its documents as well. “Embezzlement” was not defined in the policy, and there is no extrinsic evidence that helps determine its meaning. Should the policy be interpreted to include the insured’s broader definition?40If a term in a standard contract has a technical meaning in a particular industry, and the nondrafting party is not a member of the industry and ha...
If a term in a standard contract has a technical meaning in a particular industry, and the nondrafting party is not a member of the industry and has no reason to know of the specialized meaning, is the nondrafting party bound by that technical meaning?41A jeweler’s insurance policy covered the theft of jewelry from a vehicle only if the insured was “in or upon” the vehicle at the time of the theft....
A jeweler’s insurance policy covered the theft of jewelry from a vehicle only if the insured was “in or upon” the vehicle at the time of the theft. The purpose of the provision was to exclude coverage for theft in an unattended vehicle. A tire on the jeweler’s car burst when the jeweler was transporting some jewelry. While the jeweler was outside the car changing the tire, a thief grabbed the bag of jewelry from the rear seat. The insurer rejected the jeweler’s claim for the loss on the grounds that the jeweler was outside the car and not “in or upon” it at the time of the theft. The policy did not define “in or upon,” but the phrase is understood in the insurance industry to require that the insured must be in the car at the time of the theft. The jeweler had no reason to know of this usage.Should “in or upon” be interpreted in accordance with the usage in the insurance industry?42If neither contextual evidence nor reasonable construction allows for the resolution of a fundamental ambiguity in a material term of an executory ...
If neither contextual evidence nor reasonable construction allows for the resolution of a fundamental ambiguity in a material term of an executory contract, have the parties formed a contract?43Under what circumstances is a contract term indefinite?
Under what circumstances is a contract term indefinite?44What does it mean for a contract term to be omitted?
What does it mean for a contract term to be omitted?45In a contract, what is a term implied in fact?
In a contract, what is a term implied in fact?46In a contract, what is a term implied in law?
In a contract, what is a term implied in law?47Do all contracts have an implied duty of good faith and fair dealing?
Do all contracts have an implied duty of good faith and fair dealing?48If a contract does not specify the sequence in which the parties must perform, what is the default rule implied in law?
If a contract does not specify the sequence in which the parties must perform, what is the default rule implied in law?49In a contract for the sale of goods, how is the price of goods determined if the parties have agreed to the sale but have not made any express agre...
In a contract for the sale of goods, how is the price of goods determined if the parties have agreed to the sale but have not made any express agreement about the price of the goods?50May a contract for the sale of goods leave determination of a price term solely to the seller?
May a contract for the sale of goods leave determination of a price term solely to the seller?51Is an agreement for the sale of future services valid and enforceable if the parties allow the seller to fix the price of the services at the time ...
Is an agreement for the sale of future services valid and enforceable if the parties allow the seller to fix the price of the services at the time that the services are rendered?52What is an output contract?
What is an output contract?53A soup company entered into an agreement with a farming company under which the soup company agreed to buy the farming company’s entire crop of tom...
A soup company entered into an agreement with a farming company under which the soup company agreed to buy the farming company’s entire crop of tomatoes for the season. The agreement had no term expressly imposing on the farming company the obligation to plant or harvest tomatoes. At the start of the season, the farming company decided not to plant tomatoes and planted beans instead. The soup company claimed that the farming company breached the contract by failing to plant any tomatoes. The farming company claimed that the agreement required the sale of only whatever tomatoes the farming company cultivated but did not require the farming company to plant tomatoes. The farming company argued that this gave it the discretion to decide not to plant any tomatoes at all. Is the farming company correct that it had the discretion to decide not to plant tomatoes?54What is a requirements contract?
What is a requirements contract?55If a contract for the sale of goods omits whether the goods are to be delivered in single or multiple lots, what default term does the UCC provide?
If a contract for the sale of goods omits whether the goods are to be delivered in single or multiple lots, what default term does the UCC provide?56If a contract for the sale of goods omits where the goods should be delivered, what default term does the UCC provide?
If a contract for the sale of goods omits where the goods should be delivered, what default term does the UCC provide?57What default terms does the UCC provide when a contract for the sale of goods does not specify a time for delivery?
What default terms does the UCC provide when a contract for the sale of goods does not specify a time for delivery?58When one party to a contract for the sale of goods has the right to terminate unless an agreed-upon event occurs, what must that party do to exerci...
When one party to a contract for the sale of goods has the right to terminate unless an agreed-upon event occurs, what must that party do to exercise the right to terminate?59When a contract for the sale of goods omits an express term for when payment is due, what default term does the UCC supply?
When a contract for the sale of goods omits an express term for when payment is due, what default term does the UCC supply?60When a contract for the sale of goods does not specify a form of payment, what default term does the UCC supply?
When a contract for the sale of goods does not specify a form of payment, what default term does the UCC supply?61A seller advertised a used car for sale. After inspecting the car, a buyer offered to buy it for $6,000. The seller accepted the offer. The parties...
A seller advertised a used car for sale. After inspecting the car, a buyer offered to buy it for $6,000. The seller accepted the offer. The parties signed and dated the title release form on the back of the certificate of title; this form stated the names of the parties, recorded that the seller had sold the car to the buyer for $6,000, and authorized the state motor vehicles department to record the change of title. The parties did not discuss when the buyer must pay for the car or how the buyer could make the payment. Assuming that this signed writing is sufficient to constitute a binding contract that satisfies the statute of frauds, may the buyer pay the seller with a check when the car is delivered to the buyer?62May a contract for the sale of goods leave open the particulars of performance?
May a contract for the sale of goods leave open the particulars of performance?63If a contract for the sale of goods is silent on the matter of the assortment of good sold, which party may define the assortment of goods?
If a contract for the sale of goods is silent on the matter of the assortment of good sold, which party may define the assortment of goods?64A retailer entered into an agreement with a supplier under which the retailer agreed to buy, and the supplier agreed to sell, $100,000 worth of coo...
A retailer entered into an agreement with a supplier under which the retailer agreed to buy, and the supplier agreed to sell, $100,000 worth of cookies and crackers as listed in the supplier’s price list, over the period of six months. The contract did not specify the quantity or the exact identity of the cookies and crackers to be sold. The retailer failed to order any cookies and crackers from the supplier during the six-month period. The retailer claimed that it had no obligation to do so because the agreement, by failing to specify the quantity and nature of the goods, was too indefinite to be enforceable as a contract. Is the retailer correct that the agreement was too indefinite to be enforceable?65For the purposes of the parol-evidence rule, extrinsic evidence is evidence that (1) is from ________ and (2) was created ________.
For the purposes of the parol-evidence rule, extrinsic evidence is evidence that (1) is from ________ and (2) was created ________.66For the purposes of the parol-evidence rule, a written contract is fully integrated if the parties adopted the writing as ________.
For the purposes of the parol-evidence rule, a written contract is fully integrated if the parties adopted the writing as ________.67Under the parol-evidence rule for contracts, extrinsic evidence is:(1) not admissible to ________ or ________ the terms of a fully integrated agree...
Under the parol-evidence rule for contracts, extrinsic evidence is:(1) not admissible to ________ or ________ the terms of a fully integrated agreement,(2) not admissible to ________ the terms of a partially integrated agreement, and(3) admissible to ________ the terms of a partially integrated agreement with ________ terms.68If a contract is partially or fully integrated, courts may still consider extrinsic evidence for which six purposes?
If a contract is partially or fully integrated, courts may still consider extrinsic evidence for which six purposes?