We think you have liked this presentation. If you wish to download it, please recommend it to your friends in any social system. Share buttons are a little bit lower. Thank you!
Presentation is loading. Please wait.
Published byBryanna Gundy
Modified about 1 year ago
Interpretation II Contracts – Prof. Merges March 17, 2011
Frigaliment Importing Co.
“The issue is, what is a chicken?”
Differing interpretations π : Δ :
Differing interpretations π : Young, suitable for broiling and frying Δ : Any bird of the chicken genus which meets K specifications
K Terms Different grades and weights “Scheduled” = shipment date FAS -- ?
K Terms Different grades and weights “Scheduled” = shipment date FAS – “Free along side” [the ship or railhead]; risk of loss provision
How does Judge Friendly begin the task of interpreting the K?
Starts with the “the K itself” to see if it “offers any aids to interpretation” p. 576 top
What interpretive arguments did each party make? π : Δ :
“trade usage” argument – p. 576 What is “trade usage”? Why did π argue this here?
π’s expert witnesses What was the force of their testimony? What quibbles did the court find with it?
Δ’s counter-arguments Experts; Government regulations Why relevant? “Grade A, Gov’t inspected” term
Price argument What is it? P 578
Burden of proof Why does π have the burden of proof on the meaning of “chicken”?
Burden of proof Why does π have the burden of proof on the meaning of “chicken”? It is the one seeking recovery...
What was π’s waiver argument?
The litigation cancellation clause was for its sole benefit; so it could waive if it wanted to...
Why does the court reverse on the waiver issue? “Extrinsic” evidence improperly admitted to create an ambiguity Expressed agreement paramount over later evidence of “intent”
Gap-filling Dickey v. Phil. Minit-Man Facts Procedural History
Implied obligations? Recall 2-207
Hurst v Lake Trade usage to interpret K terms What does “$50 per ton” mean? How about “at least 50% protein”?
Nanakuli Paving History
Nanakuli Paving History NB: JNOV, JMOL – reversing jury verdict
Issues Price protection Motivation? Oil shock of 1974
Nanakuli’s arguments Price provisions do not quite mean what they seem to mean Trade usage Course of performance
Trade usage Binding on the parties if established Nanakuli established here
Course of performance What is it? Evidence here? When admissible?
Waiver vs C of P What is the difference? Holding here – p. 415
Were express terms consistent with usage/c of p? Here – yes Why? – p. 417 Good faith
Colfax Envelope Issue Ambiguity Rescission vs. “gamble on winning”
P. 430 Do you buy this analysis? Latent vs patent ambiguity Assumption of risk analysis...
SALE OF GOODS – ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE Zara Law Offices 111 John Street Suite 510 New York, NY Tel: Fax:
17-1 McGraw-Hill/Irwin Copyright © 2010 by The McGraw-Hill Companies, Inc. All rights reserved.
The. of and a to in is you that it he was.
Contract Law Basics A Practical Approach to Contract Review and Negotiations.
© 2010 Smith Moore Leatherwood LLP. ALL RIGHTS RESERVED. The Insiders View On E-Discovery In North Carolina Robert R. Marcus Jon Berkelhammer Smith Moore.
Lap 1. the to and he a I you it of in Lap 2.
Nazi Germany Exam Technique Practice Questions. Question a) Study Source A. What can you learn from source A about the Reichstag Fire of February 1933?
19-1 Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved.McGraw-Hill/Irwin.
Of. and a to the in is you that it at be.
LAW FOR BUSINESS AND PERSONAL USE © SOUTH-WESTERN PUBLISHING Chapter 9Slide 1 Mutual Consideration What Is Consideration? Legal Value and.
The. of and a to in is you that it he for.
Click your mouse anywhere on the screen to advance the text in each slide. After the starburst appears, click a blue triangle to move to the next slide.
1 Documentary Sale and Terms of Trade Chapter 5 © 2002 West Educational Publishing Company © 2005 West Legal Studies in Business/Thomson Learning.
© 2013 Rockwell Publishing Washington Real Estate Practices Lesson 8: Contingent Transactions.
Mark Radford, Partner, Colin Biggers & Paisley, Australia Conflicts of interest faced by reinsurance brokers and duties owed by producing and placing brokers.
The Fairmont Dallas, Dallas, TX NCMA 3rd Annual Commercial Contract Management Conference International Contract ManagementBetter Business by Crossing.
Can you see?. I like him. When will we go? All or some.
High Frequency Words List A Group 1. the of and.
Buy American and the American Recovery and Reinvestment Act of 2009 (ARRA)
ES 1 – How useful question Standard Grade History.
LOCAL AUTHORITY POWERS AND JOINT VENTURES Local Partnerships Nigel Giffin QC – 11KBW 3 March 2010.
SALES & OTHER CONTRACTUAL SITUATIONS Mr. Valanzano Business Law.
First Grade Sight Words a in I and is it for.
Contracts for Builders Ross Kinzler, Executive Director.
In the process of making decisions on a case being hear before a court, judges will make statements of law-precedent Precedent the judgment of court.
Contracts and Warranties. Why Do I Need To Know This? 1.Because you will sign thousands of contracts in your lifetime. 2.Because you will make offers.
Mary Shaddock Jones AGC and Director of Insurance and Compliance Global Industries Offshore LLC Examining Welcar 2001: A Contractors Perspective.
Donald J. Weidner 1 Construction Lender vs. Permanent Lender (Text p. 728) Construction lender usually a commercial bank primarily interested in making.
High-Frequency Phrases First 100 Words. The people.
© 2016 SlidePlayer.com Inc. All rights reserved.