Contract issues

In the United States, the Unified Commercial Code (UCC) was introduced to cover a wide variety of commercial issues, including the sale of goods. The UCC is a “model” and is only law when a state legislature adopts it as law; it can therefore vary from state ?to state. The UCC has been enacted by all 50 states.

Under the UCC, course of performance, course of dealing and usage of trade may give a particular meaning to specific terms of the agreement.

The Courts need not find any ambiguity for commercial practices to be used to interpret the contract. The Code assumes that the parties contracted with a commercial context in mind, so it arguably makes sense to interpret the words they use in light of that context. It should be noted that the parole evidence rule is common to US and English law whereby extrinsic evidence cannot generally be introduced to add to, vary or contradict a written contract. There are exceptions to this rule but it is common to both English and American legal systems.