Tag: Contracts

Legalizing Fraud in Michigan Contract Law

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In 1998, the Michigan Court of Appeals decided a case that dramatically changed the parol evidence rule in Michigan. In UAW-GM Human Resource Center v. KSL Recreation Corporation (KSL), the court reinterpreted the parol evidence rule to hold that because of an express merger clause, evidence of an alleged collateral agreement was inadmissible to change the terms of the contract. Even evidence of fraud was barred in this case. The parol evidence rule bars admission of written or oral evidence that would contradict the terms of the integrated agreement. In most states, however, there is an exception to allow evidence that suggests fraud. The majority opinion in KSL sharply limits this exception. Read More …

Contracts and Commercial Law

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This article addresses recent developments in contract and commercial law in the state of Michigan for the Survey period of June 1, 2009, through May 31, 2010. The purpose of this article is to provide a survey of commercial and contract law for Michigan practitioners; however, this article does not address every change in these areas of law during this time period. Part II of this article discusses significant developments in the area of commercial law, and Part III addresses significant developments in the area of contract law. Read More …

Contract and Commercial Law

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This Article addresses recent developments in contract and commercial law in the state of Michigan for the 2008-2009 Survey period. The purpose of this article is to provide a survey of the law for Michigan practitioners; however, this article does not address every change in commercial or contract law during this time period. Part II discusses significant developments in the area of commercial law and Part III addresses significant developments in the area of contract law. Read More …

Identifying Fungible Goods Under The UCC Through a Contextual Lens

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Economic downturn causes warehouses to fill up with goods. Many of these goods are fungible products. Some have been purchased, some not. But how these fungible goods are identified in these warehouses—separated and segregated out—for particular customers is of vital importance in certain circumstances. Similarly, periods of financial distress often motivate parties to find cheap and efficient ways to discharge their obligations, be it through bankruptcy, contract breach, or some other state sanctioned debt relief. Business bankruptcies have increased dramatically as a result of the financial market turmoil caused by the sub-prime mortgage crisis. Thus, in periods of financial distress, it is imperative that buyers, sellers, creditors, and debtors know whose goods are whose. This Article seeks to clarify one of those elusive legal concepts under the Uniform Commercial Code (UCC) as it pertains to sales contracts: the identification of fungible goods. Read More …