3) SOF Flashcards
general enforceability rule, rship to SOF
oral and written ks equally enforceable. SOF = an exception (if SOF applies needs to be written)
SOF: rule (CL)
1) if K falls under the SOF, then
2) must be in writing AND
3) signed by party against whom enforcement is sought
types of ks that fall under SOF
(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
SOF: year: when do we measure it from?
date k formed, NOT date performance started
SOF: year: what if unlikely to complete performance in a year?
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
SOF: year: measured from when?
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
SOF: year: k can be breached or excused w/in a year of formation
does NOT trigger SOF (this is all ks!)
SOF: year: exception
lifetime or permanent contract of employment does not trigger SOF
lifetime/permanent contract of employment
does not trigger SOF, bc ee could die w/in 1 year
guaranty: exception
main purpose doctrine
main purpose doctrine
if main purpose of grantor is to protect HIS OWN ECONOMIC INTEREST, then SOF not triggered
writing requirement: timing
writing can be before (like written offer), during, or after formation
writing requirement: to who?
to anyone! inc em to mom who’s not in the k
writing: must include (CL)
1) identity of parties
2) nature/subject of k
3) essential terms (ex. price, date)
signature: whose?
person you’re trying to enforce against
signature: what?
any symbol w intent to authenticate
SOF EXCEPTION (CL)
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)
SOF performance exception: land (CL)
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
SOF performance exception: year (CL)
need FULL performance (not just partial) (to get to enforceability)
SOF required/not met: result
k not enforceable (defense in suit)
SOF UCC: what types of UCC ks fall under SOF?
Ks for sale of goods for price of $500 or more
SOF UCC: rule
1) if falls under UCC
2) written agreement
3) QUANTITY
4) signed by party against whom enforcement sought
SOF UCC: writing must contain
quantity!
SOF UCC: exceptions (and result)
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
SOF UCC merchants confirmation: elements and result
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)
SOF UCC judicial admission: def
party admits k formation in pleading/tmony/etc
SOF UCC partial performance: def
enforceable if:
1) payment made AND accepted, or
2) goods sent AND accepted (both parties must act)
SOF partial performance: UCC vs CL
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
SOF UCC specially manufactured goods: def
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
is price term required under sof?
at CL generally yes
ucc: no!
is quantity term required under sof?
at CL no
ucc: yes
