jack friery ucsd extension © 2007 1 jack friery. groucho: "that's in every contract,...

Jack Friery

UCSD Extension

© 2007 1Jack Friery

Groucho: "That's in every contract, that's what you call a sanity clause."

Chico: "You can't a fool-a me. There ain't no sanity clause”

--Groucho and Chico Marx in A Night at the Opera (Movie)

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"The party of the first part..." is hereinafter called: "the party of the first part..." and "The party of the second part..." is hereinafter called: "the party of the second part...--Groucho and Chico Marx in A Night at the

Opera

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Read and interpret the contract as a wholeDon’t throw anything out

Give ambiguous terms their reasonable and effective meaningOrdinary terms—ordinary meaningTechnical terms—technical meaning Trade practice & prior dealings may

interpretCommon sense is part of the contract

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Order of preference if necessary:Negotiated terms over standardized termsSpecific terms over general termsWritten over typewritten termsTypewritten over pre-printed terms

Contra proferentem if all else fails: Interpret against the drafter

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Description of the parties “Whereas” clauses Defined terms & definitions

Capitalize defined termsBe consistent with terms

Effective date

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Anti-assignment Indemnity

Covered events (Negligence? Intentional acts?)

ProportionCap on liability

Severability clause

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Choice of law Disputes process

Preliminary negotiation? Establish time limit.

Mediation?Arbitration?

Where? Process? Binding or non-binding

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WarrantyDuration, notice, warranted events,

remedies Only modify in writing Publicity & disclosure Breach & remedies

Consequential damages?

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Termination & durationForce majeure Survival provision (proprietary data,

disputes) Integration clause

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