Chapter 16: The Writing Requirement Flashcards
Statute of Frauds:
a statute under which certain types of contracts must be in writing to be enforceable.
Primary purpose is to prevent harm to innocent parties by requiring written evidence of agreements considering/concerning important transactions.
Is a contract that has a writing requirement, but is only agreed on orally, voidable?
Yes, it will be voidable by a party who later does not want to go through with the agreement.
Contracts which generally are required to be in writing:
- Contracts involving interest in land
- Contracts that - by their terms - cannot be performed within one year from the day after the date of formation.
- Collateral/Secondary Contracts
- Promises made in consideration of marriage.
- Under the UCC: Contracts for the sale of goods which are greater than $500.
What is considered land?
Any real property and physical objects permanently attached to the soil (buildings, trees, fences, and the soil itself.)
What is some of the writing requirements for land contracts?
It must describe the property being transferred with sufficient certainty for it to be identified.
What is the purpose of the “One-Year Rule”?
Parties memory of their contract terms is not likely to be reliable for longer than a year.
Collateral promise:
a secondary promise that is ancillary to a principle transaction or primary contractual relationship. Must be in writing.
Primary obligation:
a promise to pay another’s debt that is NOT conditioned on the person’s failure to pay. Does not need to be in writing.
If the main purpose of incurring a secondary obligation is to secure a personal benefit, this contract (DOES/DOES NOT) have to be in writing.
Does Not
Prenuptial agreements:
agreements before marriage that defines each partner’s ownership rights in the other partner’s property. Must be in writing to be enforceable.
What is the one term in the written contract of the sale of goods that must be included. (aka. the courts cannot supply this term if it is missing.)
The quantity term must be explicitly stated.
Exceptions to the Writing Requirement:
- Partial Performance
- Admissions
- Promissory Estoppel
- Special Exceptions (customized goods and agreements between merchants supported by a written memorandum.)
Where does a signature need to be located in order for a contract to be enforceable against the signee?
It can be located anywhere in the writing, and it can be typed or even just their initials.
Are documents handed together, (in the same envelope, stapled together, glued together, or somehow attached together) treated as one?
Yes, so long as they can be reasonably assumed to be meant to read together.
Who can a contract be enforced against?
Whoever has signed the contract.
Parol evidence rule:
a substantive rule of contracts under which a court will not receive into evidence, the parties prior negotiations, prior agreements, or contemptuous oral agreements if that evidence contradicts or varies the terms of the parties written contract.
Items that fall under the parol evidence rule:
- negotiations prior to contract formation
- agreements prior to contract formation
- oral agreements contemporaneous with contract formation (made at the same time as the contract.)
Exceptions to the parole evidence rule:
- contracts subsequently modified (must be in writing.)
- voidable/void contracts (if deception led to one of the parties to agree to the terms of a written contract, oral evidence attesting to the fraud should not be excluded.)
- Contracts containing ambiguous terms.
- Incomplete contracts
- prior dealing, course of performance, or usage of trade
- contracts subject to an orally agreed-on condition precedent.
- contracts with obvious or gross clerical (typographic) errors.
integrated contract:
a written contract that constitutes the final expression of the parties’ agreement. If a contract is integrated, evidence extraneous to the contract that contradicts or alters the meaning of the contract in any way is inadmissible.
Partially integrated contracts:
contains only some of the terms that the parties agreed on, but not others. Evidence of consistent additional terms is admissible to supplement the written agreement.
