1. Professor Paul J. Carrier
Contracts II Class 1
Professor Paul J. Carrier
MYLEGS.org ©2018 Paul J. Carrier

2. Main Topics of Contracts II
Done: Formation Matters, Breach, and Damages (+ 1 defense, S.O.F.)
MYLEGS.org

3. Main Topics of Contracts II
Done: Formation Matters, Breach, and Damages (+ 1 defense, S.O.F.)
To Do:
MYLEGS.org

4. Main Topics of Contracts II
Done: Formation Matters, Breach, and Damages (+ 1 defense, S.O.F.)
To Do:
What “IN” things mean if unclear (Interpretation)
What is “IN” a contract (Integration) (a subset of “Interpretation”)
Way to avoid forfeiture – interpret “conditions” as “promises”)
MYLEGS.org

5. Main Topics of Contracts II
Done: Formation Matters, Breach, and Damages (+ 1 defense, S.O.F.)
To Do:
What “IN” things mean if unclear (Interpretation)
What is “IN” a contract (Integration) (a subset of “Interpretation”)
Way to avoid forfeiture – interpret “conditions” as “promises”)
Conditions – how created and how they work (not “Promises”)
MYLEGS.org

6. Main Topics of Contracts II
Done: Formation Matters, Breach, and Damages (+ 1 defense, S.O.F.)
To Do:
What “IN” things mean if unclear (Interpretation)
What is “IN” a contract (Integration) (a subset of “Interpretation”)
Way to avoid forfeiture – interpret “conditions” as “promises”)
Conditions – how created and how they work (not “Promises”)
Rights of Third Parties to a Contract
Third Party Beneficiary Rights
Assignments of Rights/Delegations of Duties
MYLEGS.org

7. Main Topics of Contracts II
Done: Formation Matters, Breach, and Damages (+ 1 defense, S.O.F.)
To Do:
What “IN” things mean if unclear (Interpretation)
What is “IN” a contract (Integration) (a subset of “Interpretation”)
Way to avoid forfeiture – interpret “conditions” as “promises”)
Conditions – how created and how they work (not “Promises”)
Rights of Third Parties to a Contract
Third Party Beneficiary Rights
Assignments of Rights/Delegations of Duties
Defenses to Enforcement (NOT a “formation” problem!)
MYLEGS.org

8. Interpretation
Determining whether there is ambiguity, and if so, what it means…
MYLEGS.org

9. Interpretation
Determining whether there is ambiguity, and if so, what it means…
(what if there is a LOT of ambiguity? Might it be a formation problem?)
MYLEGS.org

10. Interpretation
Determining whether there is ambiguity, and if so, what it means…
(what if there is a LOT of ambiguity? Might it be a formation problem?)
The Goal – honor the intent of the parties …. But how?
MYLEGS.org

11. Interpretation
Determining whether there is ambiguity, and if so, what it means…
(what if there is a LOT of ambiguity? Might it be a formation problem?)
The Goal – honor the intent of the parties …. But how?
1. Plain meaning – if a meaning is pretty clear, use it (can use dictionary)
MYLEGS.org

12. Interpretation
Determining whether there is ambiguity, and if so, what it means…
(what if there is a LOT of ambiguity? Might it be a formation problem?)
The Goal – honor the intent of the parties …. But how?
1. Plain meaning – if a meaning is pretty clear, use it (can use dictionary)
2. Williston’s “four corners” – see if things within the contract explain a term that is not fully clear
MYLEGS.org

13. Interpretation
Determining whether there is ambiguity, and if so, what it means…
(what if there is a LOT of ambiguity? Might it be a formation problem?)
The Goal – honor the intent of the parties …. But how?
1. Plain meaning – if a meaning is pretty clear, use it (can use dictionary)
2. Williston’s “four corners” – see if things within the contract explain a term that is not fully clear
3. Rules of Construction – smart rules that aid in interpretation
e.g. construction against drafter (who caused ambiguity)
e.g. if two ways, one legal and one illegal, interpret in the “legal” way
MYLEGS.org

14. Interpretation
Determining whether there is ambiguity, and if so, what it means…
(what if there is a LOT of ambiguity? Might it be a formation problem?)
The Goal – honor the intent of the parties …. But how?
1. Plain meaning – if a meaning is pretty clear, use it (can use dictionary)
2. Williston’s “four corners” – see if things within the contract explain a term that is not fully clear
3. Rules of Construction – smart rules that aid in interpretation
e.g. construction against drafter (who caused ambiguity)
e.g. if two ways, one legal and one illegal, interpret in the “legal” way
4. Corbin’s “holistic” balance (also Rest. 2d Contracts and U.C.C.)
MYLEGS.org

15. Interpretation
Determining whether there is ambiguity, and if so, what it means…
(what if there is a LOT of ambiguity? Might it be a formation problem?)
The Goal – honor the intent of the parties …. But how?
1. Plain meaning – if a meaning is pretty clear, use it (can use dictionary)
2. Williston’s “four corners” – see if things within the contract explain a term that is not fully clear
3. Rules of Construction – smart rules that aid in interpretation
e.g. construction against drafter (who caused ambiguity)
e.g. if two ways, one legal and one illegal, interpret in the “legal” way
4. Corbin’s “holistic” balance (also Rest. 2d Contracts and U.C.C.)
5. Sometimes, esp. if credibility at issue, give it to the jury
MYLEGS.org

16. Interpretation
Determining whether there is ambiguity, and if so, what it means…
(what if there is a LOT of ambiguity? Might it be a formation problem?)
The Goal – honor the intent of the parties …. But how?
1. Plain meaning – if a meaning is pretty clear, use it (can use dictionary)
2. Williston’s “four corners” – see if things within the contract explain a term that is not fully clear
3. Rules of Construction – smart rules that aid in interpretation
e.g. construction against drafter (who caused ambiguity)
e.g. if two ways, one legal and one illegal, interpret in the “legal” way
4. Corbin’s “holistic” balance (also Rest. 2d Contracts and U.C.C.)
5. Sometimes, esp. if credibility at issue, give it to the jury
Note: first four are done by the courts, NOT by juries
MYLEGS.org