Key Topics:  Offer and Acceptance Essential Terms | Oral Versus Written Agreements

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Terms of the Agreement

If the terms are in writing, it can be easier to  identify the terms, but often key terms are  missing or so obvious that one party thought it  should be obvious. The court will imply terms  reasonable to carry out the agreement, but the  court will not create entirely new terms.

If, for example, the contract calls for one party to  send payment via USPS, then it is reasonably  implied that the mailing party will place  appropriate postage on the envelope for no extra  cost to the other party.

How do outside documents become part of the  agreement?

ANSWER: If the contract has a  merger or zipper clause (“This is the entire  agreement between the parties”) then the court  will not look to extrinsic evidence to glean the  parties’ intent from the four corners of the  document.

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