Emmanuel Contracts

Question 1

If a written contract for services has a clause providing that modifications have to be in writing, will oral modifications to the contract be enforceable?

Answer 1

Yes, the reason being the “writing only” requirement is that an oral modification implicitly means that the parties wanted to abandon the writing requirement..

UCC 2-209(2) does uphold “no oral modification” clauses

Question 2

For UCC contracts, what are the exceptions where a sufficient writing is not required under the statute of frauds?

Answer 2

UCC 2-201 gives three exceptions if no sufficient writing exists
1. Part Performance : where seller has received and accepted payment for the goods or buyer has received goods and “accepted” them
2. Admission: of contracts existence by party to be charged
3. Specially Manufactured goods: goods that aren’t suitable for sale to others in ordinary course of seller’s business.

Question 3

If there is not a satisfactory writing then is there an exception to the statute of frauds? (even if scenario falls within a category requiring a writing the lack of writing will be excused where..)

Answer 3

1. Promissory Estoppel
2. Full Performance by all parties
3. Full Performance by one party (1 year contracts only)
4. Part Performance: only land contracts courts may grant Specific performance on oral contract for transfer of land if buyer 1 takes possession of it 2 makes valuable improvements
5. Admission in court: party to be charged admits to contracts existence