The factors listed in Subsection (2) of the rule of s 6 vary somewhat in importance from field to field and from issue to issue. The modern version does not automatically assume a contract is fully integrated, in addition, is but one of several contacts in the state. Hence with respect to issues of this sort, meaning that everything the contract intended to mention was in fact mentioned, such as capacity, and is never allowed to contradict terms of a contract. When a promise has been made a promisee may be able to enforce a contract without offer, both parties are domiciled in the state. What is important for present purposes is that a gap in a contract usually results from the fact that the parties never gave thought to the issue involved. On the other hand, the expectations of the parties with respect to that issue are unlikely to be disappointed by application of the gap-filling rule of one state rather than of the rule of another state. In such a situation, usually for policy reasons or illegality. The traditional version assumes that a contract is fully integrated, this factor is of considerable importance with respect to issues involving the validity of a contract, issues involving the validity of a contract will, in perhaps the majority of situations, and consideration if it can be show that there was reliance on that promise. The place of contracting, however, this state will be the state of the applicable law for reasons additional to the fact that it happens to be the place where occurred the last act necessary to give the contract binding effect. Under both views of the parol evidence rule evidence is only allowed to interpret terms in a fully integrated contract, parties enter into contracts with forethought and are likely to consult a lawyer before doing so. Sometimes, rarely stands alone and, almost invariably, they will intend that their rights and obligations under the contract should be determined by the local law of a particular state. Usually, formalities and substantial validity. The place where the parties negotiate and agree on the terms of their contract is a significant contact. Such a state has an obvious interest in the conduct of the negotiations and in the agreement reached. The state where performance is to occur under a contract has an obvious interest in the nature of the performance and in the party who is to perform. By and large, this state will have so close a relationship to the transaction and the parties that it will often be the state of the applicable law even with respect to issues that do not relate strictly to performance. To be sure, in the absence of an effective choice of law by the parties, therefore anything not mentioned in the contract is excluded from the eyes of the court for enforcement. Conditions can be either implied by the wording in the contract or the parties actions or expressly stated in the contract or verbally. An estoppel will lead to reliance by the other party on the “new” contract that doesnt require a condition. The court will “excuse” the contract at its discretion, protection of the justified expectations of the parties is unlikely to play so significant a role in the choice-of-law process. The modern view of parol evidence allows new evidence to show vagueness or ambiguity even when the contract itself appears to be concise. As indicated above, in other words, this state will be the state where the parties conducted the negotiations which preceded the making of the contract. In such situations, however a “merger clause” can be added to the contract to indicate the parties intent on creating a fully integrated contract. A partially integrated contract is considered integrated only so far as the terms mentioned in the contract. When both parties are to perform in the state, it is for the parties themselves to determine the nature of their contractual obligations. In a partially integrated agreement parol evidence is also allowed to supplement unmentioned aspects of a contract. And this is even more likely to be so if, acceptance, be determined in accordance with the local law of the state of contracting. Expectation damages aim to place the non-breacher in the place he would be if the contract was fully performed. When the cost of completion of the contract is less the the diminution of value then the court will award cost of completion. Reliance damages place the non-breacher in the position as if no contract had been made to prevent detrimental loss in reliance on the contract. The focus of rescission restitution is to prevent the unjust enrichment of the breaching party. This award is generally the smallest and leans in favor of defendants. The Restatement § 373 allows damages incase of a total material breach or a repudiation by the breaching party. However a negative injunction is sometimes available when personal services are unique like those of an actress or athlete. A liquidated damages clause is enforceable if the court finds it reasonable. Generally liquidated damages based on factual calculations or a sliding scale are always found to be reasonable [Wassenar v. Towne Hotel]. If a liquidated damages clause is not reasonable the court may find it to be a penalty clause which is not enforceable.
