3) SOF

Question 1

general enforceability rule, rship to SOF

Answer 1

oral and written ks equally enforceable. SOF = an exception (if SOF applies needs to be written)

Question 2

SOF: rule (CL)

Answer 2

1) if K falls under the SOF, then
2) must be in writing AND
3) signed by party against whom enforcement is sought

Question 3

types of ks that fall under SOF

Answer 3

(MYLEGS):

1) Marriage
2) Year (performance can’t be completed w/in 1 year of formation)
3) Land (sale of)
4) Executor making k
5) Guaranty or surety (like cosigner)
6) Sale of goods $500 or more: UCC 2-201

Question 4

SOF: year: when do we measure it from?

Answer 4

date k formed, NOT date performance started

Question 5

SOF: year: what if unlikely to complete performance in a year?

Answer 5

if it’s possible at all, AT THE POINT OF FORMATION, then 1 year not triggered/SOF does not apply. Even if highly unlikely to complete performance in a year

Question 6

SOF: year: measured from when?

Answer 6

time of formation, NOT time of dispute (so maybe you know now it wasn’t possible to do in a year but when made k it was possible. 1 year not triggered/SOF does not apply

Question 7

SOF: year: k can be breached or excused w/in a year of formation

Answer 7

does NOT trigger SOF (this is all ks!)

Question 8

SOF: year: exception

Answer 8

lifetime or permanent contract of employment does not trigger SOF

Question 9

lifetime/permanent contract of employment

Answer 9

does not trigger SOF, bc ee could die w/in 1 year

Question 10

guaranty: exception

Answer 10

main purpose doctrine

Question 11

main purpose doctrine

Answer 11

if main purpose of grantor is to protect HIS OWN ECONOMIC INTEREST, then SOF not triggered

Question 12

writing requirement: timing

Answer 12

writing can be before (like written offer), during, or after formation

Question 13

writing requirement: to who?

Answer 13

to anyone! inc em to mom who’s not in the k

Question 14

writing: must include (CL)

Answer 14

1) identity of parties
2) nature/subject of k
3) essential terms (ex. price, date)

Question 15

signature: whose?

Answer 15

person you’re trying to enforce against

Question 16

signature: what?

Answer 16

any symbol w intent to authenticate

Question 17

SOF EXCEPTION (CL)

Answer 17

performance:

1) in an action for specific performance
2) where SOF was required, but there is no signed writing
3) SOF can sometimes be satisfied by PART PERFORMANCE (also evidence of there being a deal)

Question 18

SOF performance exception: land (CL)

Answer 18

Need 2+ of these (to get to enforceability):

1) payment of all or part of purchase price
2) taking possession of land
3) making substantial improvements to property

Question 19

SOF performance exception: year (CL)

Answer 19

need FULL performance (not just partial) (to get to enforceability)

Question 20

SOF required/not met: result

Answer 20

k not enforceable (defense in suit)

Question 21

SOF UCC: what types of UCC ks fall under SOF?

Answer 21

Ks for sale of goods for price of $500 or more

Question 22

SOF UCC: rule

Answer 22

1) if falls under UCC
2) written agreement
3) QUANTITY
4) signed by party against whom enforcement sought

Question 23

SOF UCC: writing must contain

Answer 23

quantity!

Question 24

SOF UCC: exceptions (and result)

Answer 24

other ways to get k enforced even if no signed writing:

1) merchant’s confirmation
2) judicial admission
3) partial performance
4) specially manufactured goods

Question 25

SOF UCC merchants confirmation: elements and result

Answer 25

1) both parties are merchants
2) writing is in confirmation of k
3) writing inc quantity
4) recipient does not send written objection w/in 10 days

result: enforceable against recipient too (not just signer)

Question 26

SOF UCC judicial admission: def

Answer 26

party admits k formation in pleading/tmony/etc

Question 27

SOF UCC partial performance: def

Answer 27

enforceable if:

1) payment made AND accepted, or
2) goods sent AND accepted (both parties must act)

Question 28

SOF partial performance: UCC vs CL

Answer 28

CL: part performance = for land need 2/3, for 1 year need FULL performance

UCC: actions by both parties: payment made+accepted or goods sent+accepted

Question 29

SOF UCC specially manufactured goods: def

Answer 29

1) SOF satisfied against BUYER of CUSTOM goods if:
2) manufacturer detrimentally relied by beginning performance before buyer’s withdrawal AND
3) can’t resell goods in ordinary course of business

Question 30

is price term required under sof?

Answer 30

at CL generally yes

ucc: no!

Question 31

is quantity term required under sof?

Answer 31

at CL no

ucc: yes