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Jack Friery UCSD Extension © 2007 1 Jack Friery. Groucho: "That's in every contract, that's what you call a sanity clause." Chico: "You can't a fool-a.

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Presentation on theme: "Jack Friery UCSD Extension © 2007 1 Jack Friery. Groucho: "That's in every contract, that's what you call a sanity clause." Chico: "You can't a fool-a."— Presentation transcript:

1 Jack Friery UCSD Extension © Jack Friery

2 Groucho: "That's in every contract, that's what you call a sanity clause." Chico: "You can't a fool-a me. There ain't no sanity clause --Groucho and Chico Marx in A Night at the Opera (Movie) © 2007 Jack Friery 2

3 "The party of the first part..." is hereinafter called: "the party of the first part..." and "The party of the second part..." is hereinafter called: "the party of the second part... --Groucho and Chico Marx in A Night at the Opera © 2007 Jack Friery 3

4 Read and interpret the contract as a whole Dont throw anything out Give ambiguous terms their reasonable and effective meaning Ordinary termsordinary meaning Technical termstechnical meaning Trade practice & prior dealings may interpret Common sense is part of the contract © 2007 Jack Friery 4

5 Order of preference if necessary: Negotiated terms over standardized terms Specific terms over general terms Written over typewritten terms Typewritten over pre-printed terms Contra proferentem if all else fails: Interpret against the drafter © 2007 Jack Friery 5

6 Description of the parties Whereas clauses Defined terms & definitions Capitalize defined terms Be consistent with terms Effective date © 2007 Jack Friery 6

7 Anti-assignment Indemnity Covered events (Negligence? Intentional acts?) Proportion Cap on liability Severability clause © 2007 Jack Friery 7

8 Choice of law Disputes process Preliminary negotiation? Establish time limit. Mediation? Arbitration? Where? Process? Binding or non-binding © 2007 Jack Friery 8

9 Warranty Duration, notice, warranted events, remedies Only modify in writing Publicity & disclosure Breach & remedies Consequential damages? © 2007 Jack Friery 9

10 Termination & duration Force majeure Survival provision (proprietary data, disputes) Integration clause © 2007 Jack Friery 10

11 © 2007 Jack Friery 11


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