OD Notes Flashcards
6 Contracts Defenses
- Lack of Capacity
- Ambiguity/Misunderstanding
- Mistake
- Unconscionability
- Duress
- SOF
6 Major SOF Categories: MY LEGS
- Marriage
- Year
- Land Sale
- Executor
- Goods $500+
- Surety
8 Exceptions to SOF
- Leases of One Year or Less
- “Part Performance” of Real Estate Sale K
- Full Performance of Service K
- Goods Accepted or Paid for by Buyer
- Custom-Made Goods
- Judicial Admissions
- Merchant’s Confirmatory Memo
- Suretyship: the “Main Purpose” Exception
5 Exceptions to Parol Evidence Rule
- Correct Clerical Error
- Establish Defense Against Formation (fraud?)
- Interpret a Vague or Ambiguous Term
- Add to a Partially Integrated Writing
- to show Precondition
Does the perfect tender rule apply to installment contracts?
No.
Substantial Impairment Rule
Does vesting occur when a third party beneficiary learns of the contract?
No.
Vesting does not occur merely because third party beneficiary learned of the contract.
Merchant under UCC
one who regularly deals in goods of the kind sold
OR
who otherwise by his profession, holds himself out as having special knowledge or skills as to the practices or goods involved
4 Special Rules for Merchants under UCC
- Merchant’s Firm Offer
- Battle of the Forms
- Implied Warranties
- Merchant’s Confirmatory Memo
UCC generally presumes that contracts are ____________ integrated.
partially
Suretyship Promises
If the promisor is really promising to pay his or her own debt, then the promise is not within the SOF. Similarly, if the main purpose of the promise is to serve the promisor’s own pecuniary interest, the promise is not within the Statute of Frauds.
The Statute of Frauds does not require the contract to be in writing. It merely requires that one or more writings, combined, reasonably: (i) identify ________, (ii) indicate that a contract was made, and (iii) specify the essential terms, and (iv) it/they must be signed by the person whose promise we are trying to enforce.
the subject matter
The Statute of Frauds does not require the contract to be in writing. It merely requires that one or more writings, combined, reasonably: (i) identify the subject matter, (ii) indicate that ____________, and (iii) specify the essential terms, and (iv) it/they must be signed by the person whose promise we are trying to enforce.
a contract was made
The Statute of Frauds does not require the contract to be in writing. It merely requires that one or more writings, combined, reasonably: (i) identify the subject matter, (ii) indicate that a contract was made, and (iii) specify ________, and (iv) it/they must be signed by the person whose promise we are trying to enforce.
the essential terms
The Statute of Frauds does not require the contract to be in writing. It merely requires that one or more writings, combined, reasonably: (i) identify the subject matter, (ii) indicate that a contract was made, and (iii) specify the essential terms, and (iv) it/they must be signed by ________.
the person whose promise we are trying to enforce
The essential terms normally include the identity of the parties, description of the subject matter, and the terms necessary to make the contract definite.
Under the part performance doctrine, only part performance that unequivocally indicates that the parties have contracted for the sale of land takes the contract out of the Statute of Frauds. It requires at least two of the following:
(i) payment (in whole or in part),
(ii) possession, and/or
(iii) valuable improvements made to the land (e.g., fixed up or built a house on the land).
A favorite exam “trick” is to have a buyer who makes a small downpayment and monthly installment payments. This will not take the contract out of the Statute of Frauds because it is just as consistent with a lease as it is with a sale.
