The Law of Contracts - Samuel Williston - Google 도서

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COPYRIGHT, 1920,

BY

SAMUEL WILLISTON

SOCIAL SCIENCES

TABLE OF CONTENTS

PERFORMANCE OF CONTRACTS

HF1253
W 55

V.2
Lorial
Sciences

GENERAL RULES FOR THE INTERPRETATION OR

CONSTRUCTION OF CONTRACTS AND THE PAROL

Different standards of interpretation must be applied to different classes of

Standard of interpretation for informal agreements...

Formal and written contracts may exist though parties attach different mean-

ings to the language..

606

Standard of interpretation where a writing has been adopted.

The local standard is preferable to the normal standard.

Clear and unambiguous words.....

Intent of the parties where the contract is written is ineffective unless ex-
pressed in the writing. . . .

610

An exclusively mutual standard is not applicable..

Codes and abbreviations...

Adoption of existing law into a contract.

Technical meaning is sometimes given to language in violation of apparent

Meaning peculiar to the parties may be given to words if the words appro-

priately express that meaning....

Respective functions of the court and the jury..

Methods of determining the local meaning of a writing.

Primary rules of interpretation....

Secondary rules: The main purpose of the instrument will be given effect....... 619

Secondary rules: The instrument will be construed if possible so that it shall

be effective and reasonable...

[References are to sections]

Section

Secondary rules: Language will be construed most strongly against the

party using it..

Secondary rules: Written matter in a contract is given greater effect than

printed matter....

Secondary rules: An interpretation given by the parties themselves will be

Secondary rules: Conflict between prior and subsequent clauses.

Secondary rules: Guaranties.....

Secondary rules: Contracts affecting a public interest.

Latent and patent ambiguities....

Interpretation of several connected writings.

Surrounding circumstances may always be shown.

Previous negotiations..

Parol evidence rule.

Scope of the rule...

Integration depends upon intent..

It may be shown that the writing has never become effective.

Absolute written transfer may be proved by parol to be a mortgage.

An incomplete writing may be added to by parol . .

There may be entirely distinct contemporaneous oral and written agree-
ments.

637

Test for determining whether an oral agreement is so far separate and col-
lateral as to be admissible.....

638

Collateral parol agreements contradicting a written contract are inadmissible 639

Collateral agreements contradicting an implication of law..

The parol evidence rule does not exclude oral agreements alone..

Applications of the parol evidence rule to third persons..

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Collateral agreements may be added to written contracts by usage.

Illustrations of collateral agreements annexed to written contracts by usage.. 653

Implications of fact or law in a writing may be contradicted more extensively

by usage than by parol agreements...

How far law may be changed by custom.

A usage which the parties have indicated an intention not to adopt is ineffec-

What is necessary to make a party to a contract chargeable with usage..

The province of the court and of the jury..

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Aid to interpretation from considering which party uses language.

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EXCUSES FOR NON-PERFORMANCE OF CONDITIONS

OR PROMISES BECAUSE OF PREVENTION OR

Enumeration of excuses for non-performance of conditions..

A substituted contract need not be intended as a surrender of a right.

Knowledge of facts is not necessary for a substituted contract.

Acceptance of continued benefits under a contract with knowledge of a

defence is an election; leases..

[References are to sections }

After election to continue a contract in spite of a known excuse, the excuse

cannot be asserted. . . . . . .

Waiver of condition not yet broken or defence not yet arisen.

Waiver of promise before maturity. . . . .

A promissory estoppel does not require an intent to surrender a right..

Knowledge of facts is not necessary for a promissory estoppel..

Agreement to be liable in spite of a defence already accrued.

Agreement to discharge from a liability already arisen.

Whether intention is essential for gratuitous surrenders or for laches.. . . . . .
... 696
Knowledge of facts is necessary to make binding a promise to give up an ac-
crued defence or to constitute laches..

697

Ignorance of the legal effect of known facts is not material except in the case

Illustration of the foregoing principles: Building contracts.

699

Acceptance of defective performance of a contract to sell goods does not neces-
sarily indicate release of liability for defective performance.

700

If goods are offered as full satisfaction they must be taken as such if taken at

Circumstances under which the buyer may have a right to sue for defective

Buyer's agreement to surrender his right must be proved as a fact.

Effect of retention without complaint...

In some states acceptance of title waives right of damages for inferior quality. 708

Difficult position of the buyer under this rule....

Exceptional cases where acceptance of goods does not preclude subsequent

Nature of warranty as affecting the consequences of accepting goods.

What is meant by express warranty in this connection.

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Whether acceptance of part is acceptance of the whole.

Effect of seller's assent to buyer's acceptance of part.

Sales on approval or with right to return. . . . . . .

Acceptance of defective performance under a contract to sell real estate.... 723

Acceptance of defective performance under a contract for work or construc-

Continuance of contract of employment after cause for discharge is known.... 725

Waiver of conditions in subscriptions to stock.

Surrender of rights accompanied by delivery of tangible property.

Discharge of seller's lien in sales of chattels ...

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