International Business Transactions - Essential rules in the USA Contract Law 2
Parol evidence rule: something that is written later is more important that everithing is said
before. There are many things said between the parties and then the parties sign a contract so
there are also agreement not in the contract. The rule says that what is in the contract is more
important that everything it is said before. There are some exceptions:
1. Correct clerical errors, errori materiali evidenti, the judge can consider witnesses.
2. When is necessary to establish a defense, so will be necessary to call witnesses.
3. When the parol evidence is necessary to interpret an ambiguous term.
4. There is an exception to the exception. The parole evidence is not admitted anyway, for
example with a merger clause. This contract is complete and no parole evidence should
be admitted anyway.
Is our adempimento, you have an obligation and you have to fulfill it. There are different rule in
common law and in statutory law. Art. 2 UCC: perfect tender rule, the parties have to perform
precisely what is said in the contract. Although the other part can reject and refuse to accept the
performance. There is also an exception called option to cure. If the other party refused the
performance and the time is not expired yet to fulfill the obligation. I have an option to cure, I
still have time to fulfill my obligation. This rule can be used also if the parties have been flexible
in the contract. You can sue the other party for damages only if the time for the obligation has
Installment contracts, contracts where you do not just perform once, but you keep performing.
A baker has to bring the bread to a hotel every day. The perfect tender rule does not apply in
this case, because it's difficult to say when the obligation is perfect. Unless the reach is so
substantial that includes a substantial breach.
These rules are valid only for the sale of goods contracts, different story for the common law
contracts. Therefore, every other contract that is not cover by the UCC, for example contract of
service. The rule in these cases is that the performance might not be perfect, so it does not
apply the perfect tender rule. This rule is called substantial performance, ex. I have to paint this
room in a day but I do it in a day and an half. A day and an half is fine because finishing a job
later is never considered a breach unless there is a specific clause in the contract that states that
time is all the essence. If you breach this time, then i can reject your performance and request
damages. We must discover the essential element of the contract.
Is something that allows you to not performance based on late events. Is similar to our
1. Other party's breach, I can decide not to pay and I can ask damages like in our system.
in contract law I can recover damages but I can only in case of a material breach I have
an excuse to not perform.
+1 anno fa
I contenuti di questa pagina costituiscono rielaborazioni personali del Publisher liuk91-votailprof di informazioni apprese con la frequenza delle lezioni di International Business Transactions e studio autonomo di eventuali libri di riferimento in preparazione dell'esame finale o della tesi. Non devono intendersi come materiale ufficiale dell'università Pavia - Unipv o del prof Pellegrino Stefano.
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