Specific Terms given greater weight than general language203c If two clauses are in conflict, the more specific acts as an exception to the general One provision says fixtures are to be excluded”. Another “all says light fixture in the dining room is to be included” “the An interpretation which gives a reasonable meaning to all terms is preferred to a meaning which leaves part no effect All fixtures are to be excluded except the one in the dining room Separately negotiated or added terms are given greater weight than standardized terms R 203(d) Ks are interpreted against the drafter R 206 UCC 2-202 Interpretation C/P, C/D, U/T ALWAYS be used to explain meaning of term Even when terms of K facially unambiguous i.e. K says seller must deliver within days” of order. First 3 order seller delivered within “10 10 days and buyer accepted. Buyer tries to refuse delivery on 4th order b/c not made working in 10 calendar days Seller may introduce C/P under current K to explain delivery term and C/P “Waiver” ISSUE: C/P or did 1 party simply its rights that as one time “waive” favor to other party? Fact q determine case-by-case basis If waiver, inadmissible under PE rule to explain parties’ interp (1-303 f) C/P, C/D, U/T can always be used to explain of term UCC, even meaning when writing is totally integrated CONDITIONS Regulate the rights and duties of parties a bilateral K with remaining executory duties Deals w/ not formation or consideration performance, Definition (R 224) Act or event, other than a lapse of time, that, unless excused, either: must before the K’l promise is enforceable (condition precedent) R224-R225 or Discharges a contractual duty that has already arisen when it occurs (Condition Subsequent/ (R: that terminates a duty)
Specific Terms given greater weight than general language203c If two clauses are in conflict, the more specific acts as an exception to the general One provision says “all fixtures are to be excluded”. Another says “the light fixture in the dining room is to be included” An interpretation which gives a reasonable meaning to all terms is preferred to a meaning which leaves part no effect All fixtures are to be excluded except the one in the dining room Separately negotiated or added terms are given greater weight than standardized terms R 203(d) Ks are interpreted against the drafter R 206 UCC 2-202 Interpretation C/P, C/D, U/T ALWAYS be used to explain meaning of term Even when terms of K facially unambiguous i.e. K says seller must deliver within “10 days” of order. First 3 order seller delivered within 10 working days and buyer accepted. Buyer tries to refuse delivery on 4th order b/c not made in 10 calendar days Seller may introduce C/P under current K to explain delivery term “Waiver” and C/P ISSUE: C/P or did 1 party simply “waive” its rights that one time as favor to other party? Fact q determine case-by-case basis If waiver, inadmissible under PE rule to explain parties’ interp (1-303 f) C/P, C/D, U/T can always be used to explain meaning of term UCC, even when writing is totally integrated CONDITIONS Regulate the rights and duties of parties a bilateral K with remaining executory duties Deals w/ performance, not formation or consideration Definition (R 224) Act or event, other than a lapse of time, that, unless excused, either: must before the K’l promise is enforceable (condition precedent) R224-R225 or Discharges a contractual duty that has already arisen when it occurs (Condition Subsequent/ (R: that terminates a duty)