Contract and Sales (MBE) Flashcards
Contract
A legally enforceable agreement
Types of Contracts
1) Express, formed by language, oral or written,
2) Implied, formed by conduct,
3) Quasi-contracts, an unenforceable contract that results in unjust enrichment
Bilateral Contracts
Consists of the exchange of promises, and can be accepted in ANY REASONABLE WAY
Unilateral Contracts
A contract where an offeror requests performance to accept, rather than a promise. Once the act is completed, the contract is formed.
Unilateral Contracts: Types
1) When the offeror unambiguously indicates that completion of performance is the only matter of acceptance, or
2) offers to the public (i.e., reward)
Void v. Voidable Contracts
Void - A contract without ANY LEGAL EFFECT from the beginning (e.g., contract to commit a crime)
Voidable - A contract where one or both parties can CHOOSE TO AVOID (e.g., infancy or mental illness)
UCC: Goods
Goods are ALL THINGS MOVABLE at the time they are identified as the item to be sold under the contract.
UCC: Merchants
One who regularly deals in goods of the kind sold or otherwise holds themselves out as having a special knowledge as to the good involved.
Contracts for Goods and Services
If a sale is for both goods and services, the law governing the dominant aspect will apply.
If the contract divides payment for goods and services, the UCC will apply to the goods and common law will apply to the services.
UCC: Contracts for Goods and Services - Implied Warranty (Delaware Distinction)
In Delaware, a contract for goods applies IMPLIED WARRANTY provisions to both the goods and services.
UCC: Good Faith and Fair Dealing
Every UCC contract imposes an obligation of good faith in its performance and enforcement.
Elements of a Valid Contract
1) Offer, 2) Acceptance, 3) Consideration, and 4) No Defenses (i.e., mistake, lack of capacity, illegality, or SOF).
Mutual Assent: Offer
An offer creates a REASONABLE EXPECTATION in the offeree that the offeror is willing to enter into a contract on the basis of the offered terms
Offer: Surrounding Circumstances
Courts will consider the surrounding circumstances in determining whether an offer exists (e.g., joking)
Offer: Prior Practice and Relationship
A court will look to the prior relationship and practice of the parties to determine whether certain remarks constitute an offer.
Offer Broad Communications in Media
The broader the communicating media, the more likely a court will view the communication as merely the SOLICITATION OF AN OFFER
Offer: Advertisements
Advertisements and the like containing price quotations ARE USUALLY construed as MERE INVITATIONS FOR OFFERS, UNLESS the advertisement contains: (i) a promise, (ii) with definite terms, and (iii) offeree is identified.
Offer: Definite Terms
An offer must be definite and certain in its ESSENTIAL TERMS so that a contract is CAPABLE OF BEING ENFORCED.
Offer: Essential Terms
1) Identification of Offeree; 2) definiteness of subject matter (for Real Estate Transactions = (i) describe land, and (ii) price; for Sale of Goods = (i) include quantity); and 3) price.
Requirement Contracts
A buyer promises to buy from a certain seller all of the goods the BUYER REQUIRES, and seller agrees to sell that amount.
Output Contracts
A seller promises to sell to a certain buyer all of the goods that the SELLER PRODUCES, and the buyer AGREES TO BUY that amount from seller.
Offer: Employment and Other Services
In contracts for employment, if the DURATION is not specified, and the offer is accepted, a contract will be terminable AT THE WILL of either party.
Offer: Missing Terms
One or more terms being left open DOES NOT prevent the formation of a contract IF it appears the parties INTENDED TO MAKE A CONTRACT and there is a REASONABLY CERTAIN BASIS for giving a remedy.
For UCC, a Court CAN SUPPLY reasonable terms for those that are missing.
Offer: Missing Price
Except for contracts in real property, a missing price term DOES NOT prevent the formation of a contract.
In UCC, a contract missing price terms will be provided a REASONABLE PRICE AT THE TIME OF DELIVERY.
Offer: Missing Time
If an agreement doesn’t specify the time in which an act is performed, the law IMPLIES that it is to be performed WITHIN A REASONABLE TIME.
Offer: Vague Terms
If a MATERIAL TERM is vague or ambiguous, it is NOT AN OFFER at common law or under the UCC. However, UNCERTAINTY CAN BE CURED by part performance that clarifies the vague term or by acceptance of full performance.
Offer: Terms to be Agreed on Later
An offer with a MATERIAL TERM stating that some term is to be agreed on at a future date is TOO UNCERTAIN
Offer: Knowledge of Offer
To have the power to accept, the offeree must HAVE KNOWLEDGE of the offer.
Types of Termination
1) Lapse of time (must accept within specified time period or, if none, within REASONABLE TIME);
2) Revocation;
3) Rejection; or
4) Death
Mere Inquiry
An inquiry won’t terminate from a mere inquiry, the test is whether a REASONABLE PERSON would believe that the original offer had been rejected.
Conditional Acceptance
When an acceptance is made expressly conditional on the acceptance of new terms, it is a REJECTION.
If the parties ship or accept goods after a conditional acceptance is made, a contract is FORMED BY THEIR CONDUCT, and the new terms ARE NOT INCLUDED.
Rejection of Option
Because an option is a contract to keep an offer open, a rejection or counteroffer to an option DOES NOT constitute a termination of the offer, UNLESS the offeror has DETRIMENTALLY RELIED on the offeree’s rejection.
Revocation
An offeror may revoke EXPRESSLY by direct communication to the offeree, or INDIRECTLY if the offeree receives: (i) CORRECT information, (ii) from a RELIABLE SOURCE, (iii) of acts of the offeror that would indicate to a REASONABLE PERSON that the offeror no longer wishes to make the offer.
Revocation Exceptions
Offers can be revoked at will by the offeror, EXCEPT: 1) Option contracts (offeree gave consideration to hold open offer), 2) Merchant’s firm offer; 3) detrimental reliance; and 4) beginning performance in a unilateral contract
Revocation: Merchant’s Firm Offer
Under UCC, a merchant may not revoke an offer if: (i) a merchant, (ii) offers to buy or sell goods IN SIGNED WRITING, and (iii) writing GIVES ASSURANCES that it will be held open.
The offer is NOT REVOCABLE during the time stated, or if no time stated, for a reasonable time NOT TO EXCEED 3 MONTHS.
Revocation: Detrimental Reliance
When the offeror could REASONABLY EXPECT the offeree would rely on the offer, and the offeree does rely to their detriment, it will be held IRREVOCABLE AS AN OPTION CONTRACT for a REASONABLE LENGTH of time.
Revocation: Beginning Performance in Response to Unilateral Contract Offer
An offer for a unilateral contract becomes IRREVOCABLE ONCE PERFORMANCE HAS BEGUN. The offeror must give the offeree a REASONABLE TIME to complete performance, however the offeree is NOT BOUND to complete performance and may withdraw at any time.
Revocation: Preparation to Perform
Substantial preparations to perform DO NOT make the offer irrevocable, but MAY CONSTITUTE DETRIMENTAL RELIANCE.
Termination: Events to Terminate by Operation of Law
1) death or insanity of EITHER PARTY for REVOCABLE OFFERS; 2) destruction of the proposed contract’s subject matter; or 3) supervening illegality.
Acceptance: Assignment of Acceptance
Generally, an offeree’s power of acceptance CANNOT BE ASSIGNED, but an option contract to accept the offer can be.
Acceptance: Offeree Knowledge of Offer
The offeree MUST KNOW of the offer in order to accept it.
Acceptance: Bilateral Contracts
Unless an offer specifically provides that it may be accepted only through performance, it may be accepted either by a PROMISE TO PERFORM or by the BEGINNING OF PERFORMANCE.
Acceptance: Silence as Acceptance
Unless the offer provides otherwise, acceptance of an offer to enter into a bilateral contract MUST BE COMMUNICATED. Silence WILL NOT be treated as acceptance, UNLESS: (i) it is acceptable from prior dealings; or (ii) the recipient of services knows or should have known that the services were being rendered with the expectation of compensation and, failed to speak to reject.
Acceptance: UCC - Offers to Buy Goods for Current or Prompt Shipment
An offer to buy goods for current or prompt shipment is construed as inviting acceptance either by: (i) promise to ship, or (ii) current or prompt shipment of CONFORMING OR NONCONFORMING GOODS.
Acceptance: Mirror Image Rule
At COMMON LAW, any different additional terms in the acceptance makes the response a REJECTION and COUNTEROFFER.
Acceptance for Unilateral Contract - Completion of Performance
A unilateral contract is not accepted UNTIL PERFORMANCE IS COMPLETED.
Acceptance for Unilateral Contract - Notice
Generally, the offeree is NOT REQUIRED to give the offeror notice that he has begun the requested performance but is REQUIRED TO NOTIFY the offeror within a REASONABLE TIME AFTER PERFORMANCE HAS BEEN COMPLETED.
However, no notice is required if: (i) the offeror waived notice or (ii) the offeree’s performance would normally come to the offeror’s attention within a reasonable time.
Acceptance under UCC: Shipment of Nonconforming Goods
Shipment of nonconforming goods is an ACCEPTANCE as well as BREACH of the contract, UNLESS the seller seasonably notifies the buyer that a shipment of nonconforming goods is offered only as an ACCOMMODATION.
A buyer is NOT REQUIRED to accept accommodation goods and may reject them, but NO CONTRACT HAS FORMED, therefore no breach.
Acceptance under UCC: Battle of the Forms
Inclusion of an additional or different term in a UCC contract in a definite and timely acceptance DOES NOT constitute a rejection and counteroffer, but as an acceptance, UNLESS made conditional on assent to the additional or different terms.
Acceptance under UCC: Contracts Involving Nonmerchants - Different or Additional Terms
If ANY PARTY to the contract is not a merchant, the additional or different terms are considered mere proposals to modify the contract that DO NOT become part of the contract UNLESS offeror expressly agrees.
Acceptance under UCC: Contract Between Merchants - Different or Additional Terms
If BOTH parties to the contract are merchants, ADDITIONAL terms will be included UNLESS: (i) they MATERIALLY ALTER the original terms of the offer (e.g., changing a party’s risk remedies), (ii) the offer EXPRESSLY LIMITS ACCEPTANCE to the terms of the offer, OR (iii) the offeror OBJECTS WITHIN A REASONABLE TIME after notice is received.
Acceptance under UCC: Knockout Rule
Some courts follow the “Knockout Rule,” which states that conflicting terms in the offer and acceptance are knocked out of the contract, because each party is assumed to object to the inclusion of such terms. Gaps left by knocked out terms are filled by the UCC.
Acceptance under UCC: Different Terms - Material Terms
Different terms as to price, quantity, or quality likely indicate no meeting of the minds, and no contract forms.
Acceptance under UCC: Merchant’s Confirmatory Memo - Different or Additional Terms
A merchant’s memo confirming a prior oral agreement that contains different or additional terms is SUBJECT TO the battle of the forms provisions.
Acceptance under UCC: Mutual Assent Uncertain
If it cannot be determined with certainty which specific communication was the offer and which the acceptance, but the parties act as though there is a contract, the UCC considers this a binding contract.
The Mailbox Rule
Acceptance by mail is effective AT THE MOMENT OF DISPATCH, provided the mail is properly addressed and stamped.
The Mailbox Rule Exceptions
The Mailbox Rule applies, UNLESS: (i) the offer stipulates the acceptance is not effective until received, (ii) an OPTION CONTRACT is involved, (iii) the offeree sends a REJECTION and THEN sends an ACCEPTANCE, in which case FIRST TO ARRIVE is effective, or (iv) the offeree sends an ACCEPTANCE and THEN a REJECTION, in which case the acceptance is effective UNLESS the rejection arrives first AND the offeror detrimentally relies on it.
Acceptance by Unauthorized Means
An acceptance transmitted by unauthorized means or improperly transmitted by authorized means MAY still be EFFECTIVE if it is ACTUALLY RECEIVED by the offeror while the offer still exists.
Offer - Objective Standard
Whether mutual assent is present will be determined by an OBJECTIVE REASONABLE PERSON STANDARD.
Requirement Contracts: Drastic Increase in Required Products
A buyer can only require an increase that is reasonably larger than the prior demands.
Revocation: Time it Becomes Effective
A revocation is effected when RECEIVED by the offeree, or when it is by publication, it is effective WHEN PUBLISHED.
Consideration Elements
1) A bargained-for exchange between the parties; and 2) a benefit to the promisor OR a detriment to the promisee
Consideration Elements - Contracts Under Seal
The existence of a seal precludes challenges to the validity of a contract on the grounds of lack of consideration. For contracts under seal, the parties can agree to extend statutes of limitations beyond their common law limits, but no more than 20 years.
Consideration: Bargained for Exchange
Requires that the promise INDUCE THE DETRIMENT and the detriment INDUCE THE PROMISE.
Consideration: Past or Moral Consideration
A promise given in exchange for something already done DOES NOT SATISFY the bargain requirement, UNLESS: (i) a new promise is made IN WRITING or is PARTIALLY PERFORMED, or (ii) the promise was performed at the PROMISOR’S REQUEST or in response to an EMERGENCY.
Adequacy for Consideration
In general, courts DO NOT inquire into the adequacy or fairness of consideration, UNLESS something is ENTIRELY DEVOID OF VALUE. Note, if there is A POSSIBILITY of value in the thing bargained for, consideration will be found even if it never comes into existence.
Consideration: Preexisting Legal Duty
Performing or promising to perform an existing legal duty is INSUFFICIENT consideration, UNLESS: (i) new or DIFFERENT consideration, (ii) the promise is to ratify a VOIDABLE OBLIGATION, (iii) an HONEST DISPUTE to the duty, (iv) the preexisting duty is owed to a THIRD PERSON, or (v) there are UNFORSEEN CIRCUMSTANCES sufficient to discharge a party.
Consideration: UCC - Modifying a Contract
A GOOD FAITH agreement modifying a contract subject to the UCC needs NO CONSIDERATION to be binding.
Consideration: Common Law - Modification of Contract
Traditional View - a contract CAN’T be modified unless the modification is supported by NEW consideration
Modern View - Permits modification without consideration if: (i) the modification is due to circumstances that were UNANTICIPATED by the parties when the contract was made, and (ii) it is FAIR and EQUITABLE.
Consideration: Discharge of Debts
A debt can be discharged through ACCORD (supported by consideration, even if LESS THAN originally bargained for if of a different type or claim is to be paid to a third party) and SATISFACTION.
Also, a debtor’s offer to make a partial payment on an existing debt will suffice for an accord and satisfaction if there is some “bona fide dispute” as to the underlying claim or there is otherwise some alteration in the debtor’s consideration.
Consideration: Forbearance to Sue
A promise to refrain from suing on a claim constitutes consideration IF the claim is valid OR the claimant in GOOD FAITH believed the claim was valid.
Consideration: Illusory Contracts
If only one party is bound to perform, the promise is illusory and WILL NOT BE ENFORCED.
Consideration: Right to Choose Alternative Courses
A promise to choose one of several alternative means of performance is ILLUSORY, UNLESS every alternative involves a legal detriment to the promisor.
The promise WILL NOT be found illusory if: (i) at least one alternative involves legal detriment and the power to choose rests with the promisee or a third party, or (ii) a valuable alternative is actually selected.
Consideration: Promissory Estoppel or Detrimental Reliance
Consideration is NOT NECESSARY if the facts indicate that the promisor should be estopped from not performing. A promise is enforceable if: (i) the promisor should REASONABLY EXPECT to induce action or forbearance, and (ii) such action or forbearance IS IN FACT INDUCED.
Consideration: Promissory Estoppel or Detrimental Reliance (Delaware Distinction)
In Delaware promissory estoppel DOES NOT apply where a fully integrated, enforceable contract governs the promise at issue.
Defenses: Lack of Capacity - Contracts of Minors
Minors generally lack capacity to enter into a contract binding, BUT contractual promises of an adult made to an infant are BINDING ON THE ADULT.
Defenses: Lack of Capacity - Disaffirmance
A minor may choose to disaffirm a contract ANY TIME BEFORE reaching the age of majority, but must be disaffirmed AS A WHOLE and anything received and still in possession at the time of disaffirmance MUST BE RETURNED
Defenses: Lack of Capacity - Contracts of Minors Exception
Necessaries are items necessary for subsistence, health, or education. A minor may disaffirm a contract for necessaries, but WILL BE LIABLE in restitution for the value of benefits received.
Defenses: Affirmance Upon Attaining Majority
A minor MAY affirm to be bound by the contract in whole upon reaching majority expressly or by failing to disaffirm within a REASONABLE TIME after reaching majority.
Defenses: Mental Incapacity
One whose mental capacity is so deficient that they are incapable of understanding the nature and significance of a contract may disaffirm when lucid or by a later appointed legal representative. The contract is VOIDABLE.
Defenses: Intoxicated Persons
One who is so intoxicated that they don’t understand the nature and significance of their promise may be held to have made only a VOIDABLE PROMISE if the other party had REASON TO KNOW of the intoxication.
Defenses: Duress and Undue Influence
Contracts induced by duress or undue influence are VOIDABLE and may be rescinded as long as they are not affirmed.
Defenses: Duress Defined
Generally, taking advantage of another person’s economic needs is not duress, but withholding SOMETHING SOMEONE WANTS or NEEDS will constitute economic duress if: (i) the party THREATENS to commit a WRONGFUL ACT that would SERIOUSLY THREATEN the other contracting party’s property or finances; and (ii) there are no adequate means available to prevent the threatened loss.
Defenses: Undue Influence Defined
Elements of undue influence are: (i) undue susceptibility to pressure by one party, and (ii) excessive pressure by the other party.
Defenses: Absence of Mutual Assent - Misunderstanding
If the contract includes an ambiguous term, the result depends on the parties’ awareness of the ambiguity:
1) Neither Party Aware - no contract unless parties intended same meaning
2) Both Parties Aware - no contract unless both parties intended the same meaning
3) One Party Aware - Binding contract based on what the ignorant party reasonably believed to be the meaning
Defenses: Mutual Mistake as to Existing Fact
If both parties enter into a contract mistaken about EXISTING FACTS (no future happenings) relating to the agreement, the contract may be VOIDABLE by the ADVERSLY AFFECTED party if: (i) the mistake concerns a BASIC ASSUMPTION on which the contract is made, (ii) the mistake has a MATERIAL EFFECT on the agreed upon exchange, and (iii) the party seeking avoidance DID NOT ASSUME THE RISK of the mistake.
Defenses: Mutual Mistake as to Existing Fact - Where Party Seeking Avoidance Bore the Risk
Mutual mistake is NOT A DEFENSE if the party asserting the mistake as a defense bore the risk that the assumption was mistaken. This generally occurs where one party is in a position to better know the risks.
Defenses: Mutual Mistake as to Existing Fact - Mistake in Value
If the parties make assumptions as to the VALUE of the subject matter, mistakes in those assumptions will generally NOT BE REMEDIED.
Defenses: Unilateral Mistake
If only one party is mistaken about facts relating to the agreement, the mistake WILL NOT prevent formation of a contract, but it IS VOIDABLE IF the non-mistaken party KNEW OR HAD REASON TO KNOW of the mistake.
Defenses: Mistake by the Intermediary
Where a mistake occurs in the transmission of an offer or acceptance by an intermediary, the message AS TRANSMITTED is operative UNLESS the other party knew or should have known of the mistake.
Defenses: Misrepresentation
If a party induces another to enter into a contract using fraudulent misrepresentation, the contract is VOIDABLE by the innocent party if they JUSTIFIABLY RELIED on the fraudulent misrepresentation.
Defenses: Material Misrepresentation
Regardless of fraudulence, a contract is VOIDABLE b the innocent party if the innocent party JUSTIFIABLY RELIED on the misrepresentation and the misrepresentation was MATERIAL (meaning it would (1) induce a reasonable person to agree or (2) the maker knows that for some special reason it is likely to induce the particular person to agree, even if a reasonable person would not).
Innocent Parties in Misrepresentation Remedies
The innocent party may RESCIND the agreement or pursue all available remedies for breach of contract.
Public Policy Defenses: Illegality
If the consideration or subject matter of a contract is illegal, the contract is VOID, UNLESS: (i) the plaintiff is unaware of the illegality while defendant knows, (ii) the parties are equally culpable, or (iii) the illegality is the failure to obtain a license when the license is for revenue-raising purposes rather than for protection of the public.
Defenses: Unconscionability
A court is allowed to modify or refuse to enforce an entire contract or a provision when there is: (i) unfair surprise, and (ii) oppressive terms AT THE TIME OF FORMATION.
Defenses: Unconscionability - Common Instances
(1) Inconspicuous Risk-Shifting Provisions, (2) adhesion contracts (take it or leave it), (3) exculpatory clauses for intentional wrongful acts, and (4) inconspicuous limitations on remedies.
Defenses: Unconscionability - Timing
Unconscionability is determined by the circumstances as they existed AT THE TIME THE CONTRACT WAS FORMED.
Defenses: Unconscionability - Effect if Court Finds Contract or Clause Unconscionable
If a court finds a matter of law that a contract or any clause of the contract was unconscionable when made, the court may: (1) refuse to enforce the contract, (2) enforce the remainder of the contract WITHOUT the unconscionable clause, or (3) LIMIT THE APPLICATION of any clause to avoid an unconscionable result.
Defenses: Statute of Frauds Situations
Certain contracts must be in WRITING, SIGNED BY THE APRTY TO BE CHARGED, specifically in the following situations (MY LEGS):
1) Marriage;
2) Year - promises that cannot be performed within one year from date of contract;
3) Land - interest in land (e.g., leases for more than one year, easements of more than one year, mortgages, fixtures, mineral rights;
4) Executors and administrators - promises to pay estate’s debts from OWN FUNDS;
5) Goods more than $500; and
6) Suretyship - promise to pay another’s debt (UNLESS the promisor is to serve a pecuniary interest of his own).
Defenses: Statute of Frauds - Effect of Noncompliance
Noncompliance with the Statute of Frauds renders the contract UNENFORCEABLE at the OPTION OF THE PARTY TO BE CHARGED.
Defenses: Statute of Frauds - Contract Modifications
A written contract can be modified orally, but the modifications MUST BE IN WRITING if the contract, AS MODIFIED, falls within the SOF.
Defenses: Statute of Frauds - Common Law Provisions Prohibiting Oral Modifications
The common law rule is that even if a written contract expressly provides that it may be modified only by a writing, the parties CAN ORALLY MODIFY the contract.
Defenses: Statute of Frauds - UCC No Modification Clauses Effective
Under the UCC, if a contract explicitly provides that it may not be modified except by a signed writing, that provision IS GIVEN EFFECT.
Defenses: Statute of Frauds - Part Performance in Land Sale Contracts
If a seller conveys property to the buyer, the seller can enforce the buyer’s oral promise to pay.
Under the doctrine of part performance, if at least two of the following are met, the parties have contracted for the sale and the Statute of Frauds would not apply: (1) Payment, (2) Possession, and/or (3) Valuable Improvements.
Defenses: Statute of Frauds - Performance in Land Sale Contracts (Doctrine of Part Performance) (Delaware Distinction)
In Delaware, part payment of the purchase price, if shown in writing or admitted by the seller, constitutes part performance so as to remove the bar of the Statute of Frauds.
Defenses: Statute of Frauds Exception - Service Contracts Full Performance
An oral contract that cannot be completed within one year, BUT HAS BEEN FULLY PERFORMED by one party is enforceable.
Defenses: Statute of Frauds Exception - Sale of Goods Contracts
Part performance takes a sale of goods contract out of the SOF when: (1) the goods have been SPECIALLY MANUFACTURED, or (2) the goods have been either PAID or ACCEPTED.
Defenses: Statute of Frauds Exception - Specially Manufactured Goods
If a buyer requests specially manufactured goods and are NOT SUITABLE for sale to others in the ordinary course of business, a contract is enforceable if: (i) the seller has indicated the goods are for the buyer, and (ii) seller made a SUBSTANTIAL BEGINNING in their manufacturing.
Defenses: Statute of Frauds Exception - Admissions in Pleadings or Courts
If the party against whom enforcement is sought admits in pleadings, testimony, or otherwise in court that the contract for sale was made, the contract is ENFORCEABLE without a writing.
Defenses: Statute of Frauds Exception - Merchant’s Confirmatory Memo
In contracts between merchants, if one party within a reasonable time after an oral agreement sends the other party a WRITTEN confirmation of the understanding that is sufficient under the SOF to bind the sender, it will bind the recipient if: (1) they have REASON TO KNOW of the confirmation’s contents; and (2) they do not object to it in writing within 10 DAYS OF RECEIPT.
Defenses: Statute of Frauds Exception - Equitable and Promissory Estoppel
Estoppel may be applied if it would be INEQUITABLE to allow the Statute to defeat a meritorious claim
Defenses: Statute of Frauds Exception - Judicial Admission
If a party admits in pleadings or testimony that there is an agreement, it’s treated the same as though the parity signed a writing.
Defenses: Statute of Frauds - Writing Requirement
The contract need not be a formal writing, but can be a receipt, letter, check with details, or a written offer accepted orally. The statute requires only ONE OR MORE writings that: (1) reasonably identify the SUBJECT MATTER, (2) indicate that a contract has BEEN MADE BETWEEN THE PARTIES, and (3) state with REASONABLE CERTAINTY the essential terms.
Defenses: Statute of Frauds - Signature Requirement
The signature is liberally construed and any mark or symbol made with THE INTENTION TO AUTHENTICATE the writing should suffice.
Defenses: Statute of Frauds - Remedies if Contract is Within Statute
If a contract violates the SOF, in almost all cases a party can sue for the REASONABLE VALUE of the services or part performance rendered, OR the RESTITUTION of any other benefit that as been conferred. `
Defenses: Statute of Frauds - Performance Not Within One Year From Date of Contract - Lifetime Contracts
A contract measured y a lifetime IS NOT within the SOF because it is CAPABLE of performance within a year.
Defenses: Statute of Frauds - Equal Dignity Rule
A contract authorizing someone to enter into a contract is only subject to the SOF if the underlying subject matter of the contract would require it.
Defenses: Statute of Frauds - Writing Requirement - UCC
The UCC requires only some signed writing indicating a contract has been made, and SPECIFYING THE QUANTITY TERM
Parole Evidence Rule
Any written or oral expressions made PRIOR TO or CONTEMPORANEOUS WITH the writing are INADMISSILE to vary the terms of the writing.
Writing Intended to Be Integrated into Agreement
The writing is an “integration” of the final contract if: (i) the writing was INTENDED AS THE FINAL EXPRESSION of the agreement; and (ii) the integration was INTENDED TO BE COMPLETE.
Partial Integration - Additional Terms
If an integration is complete, the writing CANNOT be contradicted OR supplemented. However, if the integration is PARTIAL, the writing MAY NOT be contradicted BUT MAY BE SUPPLEMENTED y proving consistent additional terms.
Effect of Merger Clause
A merger clause recites that the agreement is the complete agreement between the parties.
Evidence Outside of the Parol Evidence Rule - Validity
While extrinsic evidence cannot be used to contradict or add to the contract, it MAY BE ADMITTED to show that the agreement NEVER CAME INTO BEING (e.g., fraud, duress, mistake, conditions precedent).
