Gap filling - sustany/dvg GitHub Wiki

Gap filling refers to the process of inferring and inserting contractual terms into a contract when the contract fails to specify all necessary terms for the contract to be performed. Courts rely on a series of gap filling rules to carry out this process. Gap filling is justified under the assumption that parties who create a contract must intend to agree to any conditions making that contract possible.

If possible, the court will interpret the contract in such a manner that there is no gap. If every interpretation of the contract contains essential missing provisions, the court can nonetheless find that a contract exists and apply gap filling rules as authorized by UCC �2-207. These gap filling rules are found throughout Article 2 of the Uniform Commercial Code (UCC) and generally focus on ascertaining what the parties� intentions would have been at the time that they entered the contract.�

To determine the intentions of the parties, courts look to the terms of the contract itself,�prior course of dealing,�usage of trade, and�prior course of performance, among other factors.�