3. Statute of Frauds

Question 1

when does statute of frauds apply?

Answer 1

MSOUR

1. marriage — except the promises by each to marry the other (i.e., the marriage contract itself)
2. suretyship — except for
   
   1. main purpose: the economic advantage of the surety [为了担保人的利益],
   2. indemnity
3. one year — test: impossible [by its terms] + from formation to completion of performance
   
   1. except: full performance by either party [part performance: restitution]
4. UCC — goods > = $500
5. real property — transfer/creation of interest [e.g. purchase/security]

Question 2

Modifications

Answer 2

• whether the deal, with the alleged modification, would be in Statute of Frauds world.

Question 3

how to satisfy statute of frauds, other than signed writing?

• one year
• real property
• goods

Answer 3

• one year [services contract]:
  
  • full performance by either party
  • signed writing: contract + parties + essential terms + signed by the defendant + can be correspondence
• real property:
  
  1. part performance by the buyer: 2/3 - payment, possession, improvement;
  2. full performance by the seller [tendering the deed]
• goods:
  
  1. signed writing
     
     1. must state quantity;
     2. does not need to be a formal contract — correspondence is ok;
     3. mistake - does not destroy validity, but enforcement is limited to the stated quantity.
  2. Part performance — only for the quantity delivered and accepted.
  3. 订制产品 (i) the goods are to be specially manufactured for the buyer, (ii) the goods are not suitable for sale to others**, and (iii) the seller has made “either a **substantial beginning of their manufacture or commitments for their procurement.”
  4. when both parties are merchants — failure to object to a confirming memo within 10 days
  5. judicial admission — pleading/testimony

Question 4

agency authorization

Answer 4

equal dignity rule

Question 5

parol evidence:

1. when does the rule apply?
2. complete vs. partial

Answer 5

1. integration: the parties intended it to be their final agreement
   
   1. complete: no prior discussions
   2. partial: as long as no contradiction to the written terms
2. complete vs. partial
   
   1. Restatement: if a term is naturally omitted** + **does not contradict written terms, then it is not subject to the parol evidence rule
   2. UCC: presumption of partial integration [can be part of the deal], unless parties would certainly have included the term in writing if they intended so.
   3. common law: only evidence is the writing itself. — merger clause: “This is the entire agreement between the parties. No representations or promises have been made save for those set out in this memorandum.”

Question 6

situations where parol evidence does not apply

Answer 6

1. defenses
2. interpretation [objective vs. subjective — both are used by courts]
3. a separate contract
4. condition precedent
5. [express terms > course of performance > course of dealing (prior deals) > trade usage]

Question 7

statute of frauds vs. parol evidence

Answer 7

• no writing — voidable
• there is writing + earlier discussion — the earlier discussion does not count