contracts: feb 25 2010 class notes

good faith.

what does the implied duty entail? honesty in fact.
witholding escrow money was not in good faith.
competing against your counter-party is bad faith (though 3rd parties can compete in the market against your counter party, that's OK)
intentional interference of C to a contract to which A and B are parties: there's no good faith per se that C owes A, but A may have a tort claim against C.
exercising your rights under a contract is not bad faith.

warranty. a warranty is a guarantee that certain facets of goods or services as factually stated or implied by the seller
express warranty
implied warranty of merchantibility.

henningsen v. bloomfield motors corp. 
there were titles for reimbursement for parts and there was an express warranty.
even with an express waiver of warranty, the implied warranty interests are still covered.
couldn't the henningsens have bought insurance? 3rd party insurance would have taken away a lot of the argument.
public policy argument of the court: we don't like this as a matter of public policy and therefore, the express warranty is voided

clark v. west
what about the parole evidence rule? how may this apply to the agreement?
labor is a post-contractual modification and not an inquiry into the party's original agreements. parole evidence rule concerns extrinsic evidence about the meaning of the agreement.
you can waive something orally after agreeing to it in writing, and that's different than looking at what was stated orally in creating the contract (not interpreting the contract, but changing it)