Contracts Day 2 Flashcards
How much performance on a services K is required to satisfy statute of frauds?
Full performance
Does part performance of services K satisfy the statute of frauds where there is no writing?
No! Services Ks require full performance to satisfy statute of frauds. Part performance gets quasi-contract remedy.
- For the sale of goods for over $500, does part performance satisfy the statute of frauds? 2. Delivered v. undelivered goods. 3. What about for specially manufactured goods?
- Yes, but only to the extent of the part performance.
- If you deliver 2/3rds of the goods, you satisfy stat of frauds for 2/3rds of goods’ worth. Where the buyer complains about undelivered goods, however, THERE IS A STATUTE OF FRAUDS DEFENSE.
- For specially manufactured goods, Stat of Frauds is satisfied as soon as seller makes “SUBSTANTIAL BEGINNING,” meaning seller has done enough work that it’s clear the goods are specially manufactured.
What is the test for whether a writing satisfies the statute of frauds IN CASES OTHER THAN THE SALE OF GOODS?
If the writing BY DEFENDANT has ALL MATERIAL TERMS, i.e., WHO (both parties) and WHAT, then stat of frauds is satisfied.
What is the test for whether a writing satisfies the statute of frauds FOR THE SALE OF GOODS? Does the writing requirement for UCC Art 2 require a price?
QUANTITY named for SALE of goods. WRITING NEEDN’T HAVE PRICE for sale of goods.
What is the test for whether a writing satisfies the statute of frauds FOR THE SALE OF GOODS BETWEEN TWO MERCHANTS? Requires signature of defendant?
No! If there is a QUANTITY for a SALE between MERCHANTS, even the plaintiff’s signature is adequate proof of writing if defendant did not respond to writing and repudiate K.
Does law require written proof of authority to act for someone else in K law?
Only where K is within stat of frauds! The authorization must be of EQUAL DIGNITY with the K.
When does proof of contract modification require a writing?
Written modification only legally required when when the deal AFTER ITS ALLEGED CHANGE would be within Stat of Frauds. I.e., agreeing to lengthen a 1 yr lease to 3 yr requires written evidence of modification; e.g., if claim of modification from 3 yr lease to 1 yr lease DOES NOT REQUIRE A WRITING b/c the 1 yr lease (post-modification) would not be within stat of frauds. Or if the modification of sale of goods moved price from over $500 to under $500.
Under Comm Law, are K provisions effective to require that all modifications to K be in writing?
No. Under common law, you cannot require that K modification be in writing.
Under Art 2 of UCC, are K provisions effective to require that all modifications to K be in writing?
Yes, unless waived. You can require written modification for K in sales of goods.
- If a K is for illegal subject matter, is it enforceable?
2. If K is for illegal purpose but subject matter is legal, is it enforceable?
- Not enforceable where subject matter (e.g., assault) is illegal.
- Yes, enforceable, e.g., I K with Delta to fly to LA to punch someone and don’t pay, but Delta can enforce K for me to pay for tix.
When might courts on bar exam not enforce a K for public policy reasons? 2 situations.
Courts may refuse to enforce an A. EXCULPATORY AGREEMENT that exempts INTENTIONAL OR RECKLESS CONDUCT FROM LIABILITY or B. covenant not to compete w/o reasonable need or time/place limits.
When will courts not enforce an agreement for misrepresentation?
Misstatement of “fact” pre-K (by K party) that other party reasonably relies on. E.g., I reasonably rely on home seller telling me no termites = can RESCIND the agreement. This applies even to honest/innocent misrepresentations.
When is nondisclosure reason for nonenforcement of K?
Generally no duty to disclose, but where there is both nondisclosure and CONCEALMENT, then there will be relief.
When is economic duress reason for nonenforcement of K? (Physical duress = nonenforcement.)
Economic duress nonenforcement reqs 1. BAD GUY makes IMPROPER THREAT, e.g., to breach existing K; and 2. VULNERABLE GUY who has NO REASONABLE ALTERNATIVE.
- When is unconscionability reason for nonenforcement of K? 2. TESTED AS OF?
- “Unfair surprise” = procedural unconscionability; or “oppressive terms” = substantive unconscionability.
- Tested as of the time the agreement was made by a court.
When is ambiguity reason for nonenforcement of K?
Two ships “Peerless.” No K if (i) parties use a material term that is open to at least two reasonable interpretations, and (ii) each party attaches different meaning to the term, and (iii) neither party knows or has reason to know the term is open to at least two reasonable interpretations.
When is mistake of existing fact at the time of K reason for nonenforcement of K?
Mutual material mistake of existing fact allows for nonenforcement (Rose the cow: barren/fertile.) Unilateral material mistake is generally insufficient to not enforce K, unless other party knows of the mistake, e.g., if it’s way out of line with other offers/bids, then it’s a PALPABLE mistake of fact.
Triggering facts for when to use PAROL EVIDENCE RULE?
- Final written K; 2. Earlier words of one or both party.
