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Management and Organizational Studies
Management and Organizational Studies 2275A/B

Business Law Chapter Notes 10/18/2013 3:21:00 PM - Content of a Contract  Terms o Expressed Terms: Provision of a contract that states a promise explicitly, e.g. price and quantity  Essential terms of a contract should be expressed so each party knows its obligations  Vague or Ambiguous Language  The drafter of the contract is responsible for the language used  Rules of Construction: Guiding principles for interpreting or constructing contractual terms  Plain-Meaning Rule: Regardless of circumstances the terms are the terms o Implied Terms: Provision that is not expressly included in a contract but that is necessary to give effect to the parties’ intention. Plaintiff needs to prove that the implied term is in fact true, more likely than not that it exists (over 50%)  Business Efficacy  A judge is entitled to imply terms necessary to make the contract workable  Customs in the Trade of Transaction  Must be proved that the custom is so notorious that the contract in question must be presumed to contain such a term  Previous Dealings Between the Parties  If parties have contracted in the past, it may be possible to imply previous contract terms  Statutory Requirements  Certain terms are a mandatory party of every contract for the sale of goods unless specifically excluded  Entire Contract Clause: Term in a contract in which the parties agree that their contract is complete as written - Parol Evidence Rule: Rule that limits the evidence a party can introduce concerning the contents of the contract  Contracts can take three possible forms o Entirely Oral  Terms of the contract are based on conversion o Entirely Written  Terms of the contract are within in a written contract o Both Oral and Written  Some of the agreement is written down and other assurances are not  Evidence outside the contract is considered when: o An alleged problem going to the formation of a contract o If the contract is intended to be partly oral a
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