Xxxxxxx Co. Plaintiff agreed to sell fertilizer in specific amounts for a specific price. The contract had a merger clause. After the contract was formed but before delivery, the market price for fertilizer dropped dramatically. Defendant refused to complete its purchases. Plaintiff resold at a lower price and sued for the difference between the contract price and the market price. The trial court ruled for plaintiff. The appellate court reversed because the trial court improperly excluded evidence of trade usage and course of dealing to show the contract really was not intended to be binding if the market changed dramatically. Merger clause: provision in contract saying this is the full, final agreement Function: say it is the full, final complete agreement (complete integration) Means completely integrated so can’t add terms unless court looks beyond face of the contract (merger clause might not be conclusive) Trial court basis: express language controls Complete integration means Parol Evidence is inadmissible Merger clause does not prevent trade usage, course of dealing, or course of performance Gap = contract doesn’t say what happens when there is a dramatic price fluctuation Express price in contract governs normal market fluctuations In the face of strong extrinsic evidence, we should assume there is a gap unless they very clearly say otherwise Parol Evidence: evidence about agreements that the parties made – promises that did not make it into written contract Course of Performance: how the parties act in performing this contract What did they do? Act in certain way while performing contract (might be boost for claiming there was PE at all)
Xxxxxxx Co. Limited.
Xxxxxxx Co. A study of carriers of Staphylococcus aureus with special regard to quantitative bacterial estimations. Acta Med Scand Suppl 1965;436:1-‐96.
Xxxxxxx Co and Xxxxxxx Capital, respectively, hereby terminate the Option Agreement and the Letter Agreement and release and discharge all of their rights and interests held by them pursuant to the provisions of the Option Agreement and the Letter Agreement and all documents relating to the transactions contemplated by such agreements.
Xxxxxxx Co. Never Gonna Dance" and Other Broadway Plays. At the Closing, Xxxxxxx Co. shall acquire and assume the liabilities of RKO Independent Production, a wholly owned subsidiary of RKO, for the purpose of exploiting "Never Gonna Dance" and other Broadway stage plays, in consideration solely of Xxxxxxx Co.'s agreement to assume all of the liabilities of RKO Independent Production.
Xxxxxxx Co. LIMITED I have authority to bind the corporation
Xxxxxxx Co. Ltd merely because it considers that justice so requires.‖ [358] I therefore find that there is no basis on which the court should exercise its discretion to xxxxxx or look behind the veil of incorporation. Does the first claimant hold the New Milns land on trust for Xx. Xxxxxxx? [359] The answer to this question is dependent on the facts. A resulting trust may arise by operation of law where a person provides the funds for the purchase of land which is conveyed to another. In the case at bar, there is no evidence pertaining to the source of the funds used to purchase the New Milns land. There is therefore no evidence on which to find that Xx. Xxxxxxx is the beneficial owner of the New Milns land. [360] The defendant‟s application to vary or revoke the order is refused.
Xxxxxxx Co. Xxxxxx Co. Kannapolis Concord Mecklenburg Cabarrus Stanly Co. Xxxxxxxxxx Xxxxx Co. Xxx Co. Xxxxxxx Co. Goldsboro Cleveland Co. CharlCoo.tte- Gastonia- Rock Hill, Co. Union Co. Co. Richmond Fort Xxxxx Fayetteville Cherokee Co. partanburg York Co. NC-SC (23) Anson Co. Co. Xxxx Co. Cumberland Co. Xxxxxxx Co. Duplin Co. SC-NC (41) Xxxxxxx Xx. Xxxxxxxxx Xx.
