Contracts 1 Learning Objectives October 2, 2023

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Indiana University, Purdue University, Indianapolis *

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Law

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Apr 3, 2024

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docx

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Contracts 1 Learning Objectives Monday, October 2, 2023 The learning objectives for this class are: Doctrinal Objectives Contract Interpretation: Determining What the Parties Assented To 1. Understand the roles that subjective intent and objective intent play in determining what the parties assented to (what they “meant”) 2. Know the four principles courts use to determine the meaning of contract terms when one or both parties’ subjective intent is undisclosed (F & E pp. 399-402) 3. Understand the effect of each of these principles on how (and whether) a contact will be enforced Contract Interpretation: Purposive Language 4. Understand why purposive language can be used to interpret a contract term when its meaning is ambiguous or to supply a term when a contract has a gap 5. Appreciate the tension involved in determining whether a court is interpreting a contract made by the parties versus constructing a contract for the parties Contract Interpretation: General Principles 6. Appreciate the necessity of ambiguity or a gap as a prerequisite for contract interpretation 7. Appreciate the reasons ambiguous terms and gaps are found in contracts 8. Appreciate that the goal of contract interpretation is to determine the parties’ intent when the contract was made, which may involve a. Determining the actual intended meaning of a term the parties thought about but did not include in the contract b. Determining the likely intended meaning of a term if the parties had thought about a term that in fact did not come to their minds c. Determining the meaning of a term the parties should have intended without regard to whether they did in fact intend or likely would have intended 9. Know the well-known rules of contract interpretation, as expressed in Beanstalk Remote Class:  Recognize and explain the contexts in which impossibility or impracticability can excuse non-performance.  Explain the legal outcome of impossibility and impracticability to a professor, classmate, or client.

 Identify the elements of commercial impracticability identified in Transatlantic Financing Corp. v. United States .  Identify the elements of Restatement (Second) of Contracts section 261 and explain it in "plain English."  Explain the exception to Restatement (Second) of Contracts section 261 for intent not to discharge. Determining What the Parties Assented To Objective 1: Roles of Subjective and Objective Intent - Subjective intent refers to what each party individually believes or understands the contract terms to mean. Objective intent, on the other hand, is what a reasonable person would understand the terms to mean. Courts generally rely more on objective intent when interpreting contracts. Objective 2: Four Principles to Determine Meaning of Terms - The four principles courts use are: 1. Plain Meaning Rule 2. Context Principle 3. Contra Proferentem 4. Parol Evidence Rule - These principles are used when the subjective intent is undisclosed. Objective 3: Effect of These Principles - These principles help courts determine how and whether a contract will be enforced. They provide a framework for interpreting ambiguous terms or resolving disputes over meaning. Purposive Language Objective 4: Why Use Purposive Language - Purposive language can be used to clarify an ambiguous term or to fill in a gap in the contract. It helps the court to understand the intended purpose behind a term or provision. Objective 5: Tension in Court Interpretation - The tension lies in whether the court is merely interpreting the contract as the parties intended, or if it is constructing new terms to make the contract more 'complete'. The former adheres closely to the original agreement, while the latter could potentially alter the parties' intended obligations.

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