AMI 2418 Contract Interpretation—Construction of Express Terms, Course of Dealing, and Custom i...
Ark. Model Jury Instr., Civil AMI 2418
Arkansas Model Jury Instructions-Civil
November 2021 Update
Chapter 24. Contracts
AMI 2418 Contract Interpretation—Construction of Express Terms, Course of Dealing, and Custom in the Trade
The express language of a contract and any applicable [course of performance], [course of dealing], or [custom in the trade], as previously defined for you, should be interpreted to be consistent with each other if such an interpretation is reasonable. If such an interpretation is not reasonable, the express terms of a contract should be given greater weight than [course of performance], [course of dealing], and [custom in the trade.][Course of performance should be given greater weight than (course of dealing) (or) (custom in the trade)]. [Course of dealing should be given greater weight than custom in the trade.]
NOTE ON USE
If the contract is governed by Article 2 of the Uniform Commercial Code, use AMI 2511.
This instruction is based on the Restatement (Second) of Contracts § 203 (1981). Where there was no dispute as to the existence of an oral contract, evidence of uniform, reasonable, and well-established custom and usage is admissible to determine disputed terms of the parties' agreement. Venturi, Inc. v. Adkisson, 261 Ark. 855, 552 S.W.2d 643 (1977).
In Turley v. Staley, 2009 Ark. App. 840, the court held in a case involving a land sale contract containing a non-waiver clause that the sellers/creditors' acceptance of late payments over eleven years waived their right to strictly enforce the terms of the agreement absent specific notice to the buyer of their intent to do so, where strict enforcement would have worked a forfeiture of the buyer's equity in the property.
© 2021 Arkansas Supreme Court Committee on Jury Instructions-Civil
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