1 / 34

Interpretation II

Interpretation II. Contracts – Prof. Merges March 17, 2011. Frigaliment Importing Co. Frigaliment Importing Co. “The issue is, what is a chicken?”. Differing interpretations. π : Δ :. Differing interpretations. π : Young, suitable for broiling and frying

wcorliss
Télécharger la présentation

Interpretation II

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. Interpretation II Contracts – Prof. Merges March 17, 2011

  2. Frigaliment Importing Co.

  3. Frigaliment Importing Co. • “The issue is, what is a chicken?”

  4. Differing interpretations • π : • Δ :

  5. Differing interpretations • π : Young, suitable for broiling and frying • Δ : Any bird of the chicken genus which meets K specifications

  6. K Terms • Different grades and weights • “Scheduled” = shipment date • FAS -- ?

  7. K Terms • Different grades and weights • “Scheduled” = shipment date • FAS – “Free along side” [the ship or railhead]; risk of loss provision

  8. How does Judge Friendly begin the task of interpreting the K?

  9. 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

  10. What interpretive arguments did each party make? • π : • Δ :

  11. “trade usage” argument – p. 576 • What is “trade usage”? • Why did π argue this here?

  12. π’s expert witnesses • What was the force of their testimony? • What quibbles did the court find with it?

  13. Δ’s counter-arguments • Experts; Government regulations • Why relevant?  “Grade A, Gov’t inspected” term

  14. Price argument • What is it? • P 578

  15. Burden of proof • Why does π have the burden of proof on the meaning of “chicken”?

  16. Burden of proof • Why does π have the burden of proof on the meaning of “chicken”?  It is the one seeking recovery . . .

  17. What was π’s waiver argument?

  18. What was π’s waiver argument? • The litigation cancellation clause was for its sole benefit; so it could waive if it wanted to . . .

  19. 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”

  20. Gap-filling • Dickey v. Phil. Minit-Man • Facts • Procedural History

  21. Implied obligations? • Recall 2-207

  22. Hurst v Lake • Trade usage to interpret K terms • What does “$50 per ton” mean? • How about “at least 50% protein”?

  23. Nanakuli Paving • History

  24. Nanakuli Paving • History • NB: JNOV, JMOL – reversing jury verdict

  25. Issues • Price protection • Motivation? Oil shock of 1974

  26. Nanakuli’s arguments • Price provisions do not quite mean what they seem to mean • Trade usage • Course of performance

  27. Trade usage • Binding on the parties if established • Nanakuli established here

  28. Course of performance • What is it? • Evidence here? • When admissible?

  29. Waiver vs C of P • What is the difference? • Holding here – p. 415

  30. Were express terms consistent with usage/c of p? • Here – yes • Why? – p. 417 • Good faith

  31. Colfax Envelope • Issue • Ambiguity • Rescission vs. “gamble on winning”

  32. P. 430 • Do you buy this analysis? • Latent vs patent ambiguity • Assumption of risk analysis . . .

More Related