Part A--Formation, Battle of Forms, SoF, etc. Flashcards
Statute of Fraud Categories
MYLEGS500
-Consideration of Marriage
-Will not be completed w/in 1 year (from date of formation)(exception–employment contracts)
-Contract for sale of interest in land (exception–present conveyance, short term leases, contracts to lease, partial performance)
-Contract of executor/administrator to answer for duty of decedent
-Contract of guarantee or suretyship (i.e. promise to answer for debt to 3d party)(exception–main purpose exception, and creditor discharges original debtor on faith of guarantee )
-Sale of goods $500 or more (UCC)
Main purpose exception
Exception to SoF writing req. for guarantors/promise to answer for debt of third party
-If main purpose protect/promote own econ. interests–can be oral
Contract for future sale vs. present conveyance of land
Key difference–present conveyance not covered by SoF
-SoF takes “contract for sale” literally
Exception to L SoF
Sale of interest in land exception–short term leases for year or less, contracts to lease
-If year or more–need writing (see year req.)
Exception to G SoF
Guarantee/suretyship (agreement to answer for debt of third party) exceptions
1) Creditor discharges original debtor from oblig. to pay based on guarantee of third party
2) Main purpose exception–if main purpose (“leading object”) to protect promote guarantor’s own econ. interests
Exception to L SoF
Sale of interest in land exceptions
1) Present conveyance (v. contract to sell)
2) Short-term lease/contract to lease (w/in one year)
3) Partial performance–Partial payment AND entrance into land OR made improvements–idea is reliance that cannot be remedied by $$
4) Promissory estoppel
Statute of Frauds general rule
If the Statute of Frauds applies, then an oral contract is unenforceable except when the agreement is written/memorialized in a writing signed by party against whom enforcement is sought
Common law SoF Writing requirement
1) Writing
2) Signed by party against whom enforcement is sought
3) containing: a) ID of parties; b) nature and subject matter; and c) essential terms
Tacking together signed + unsigned (not incorp. by reference) docs under SoF
Need:
1) One signed writing unambig. establishes contract relationship
2) Signed + unsigned docs clearly refer to same subject AND
3) Clear and convincing evidence of acquiescence to unsigned docs by party being sued
Signature under SoF
Anything intended to authenticate the doc. (ex. initials, typed sig., letterhead, most states–elect. sig.)
Part performance enforcement for land only applies if
Action by buyer v. seller
Action for specific performance
Restitution
Recover value of benefits conferred
Quantum meruit
Recover reasonable value of services rendered
Part performance + 1 year contract
Not valid–but full performance = enforceable, might get quantum meruit
Promissory estoppel + SoF
Some jx impose stiffer reqs vs. ordinary promissory estoppel–still need same reqs. but look at
CL
1)nature of reliance + relationship to remedy
2) corroboration of reliance by terms of contract
3) evid. of contract existence/terms
UCC–sometimes need to show unconscionable injury, unjust enrichment
Exception to stiffer reqs–general (i.e. construction) contractors almost always allow p. estoppel
Common law v. UCC Statute of Frauds
Common law–marriage, year or more, sale of interest in land, executor’s personal promise re: decedent, guarantor promise to debt of 3d party
UCC–goods of $500 or more
Writing req. under UCC Statute of Frauds
1) Writing
2) Signed by party against whom enforcement sought
3) “sufficient to indicate a contract for sale has been made”
4) Quantity of goods (+ only enforceable to that extent, even if wrong)
Quantity under UCC SoF
Required for enforceability (up to amount listed)
-Can use other language in contract IF provide “unambig.” basis for quality
-Output/requirements contracts + expression of “output” “requirements” or equiv. = OK
Ways to satisfy UCC SoF
1)Signed writing
2)Merchant’s confirmation
3) In court admission
4) Part performance (if divisible only up to amount/payment received and accepted)
5) Substantial reliance by seller of specially manufactured items
Merchant Confirmation
Confirmation of oral agreement IF
1) Both merchants
2) “Sufficient v. sender”
3) “confirmation of contract”
4) w/in “reasonable time
5) receiving merchant has “reason to know” of contents (ex. not lost in mail)
UNLESS
1) written notice of objection w/in 10 days (Notice can also be a merchant confirmation + binding if meets above–ex. “please send the remaining 200”)
Part Performance under UCC SoF
1) actions of both parties indicating contract exists AND
2) payment or goods received and accepted (indivisible = partial payment enough for whole contract, divisible = only amt paid/accepted)
Substantial Reliance SoF UCC Exception
Seller can enforce oral SoF contract if
1) Goods specially manufactured for buyer
2) Not suitable for sale in ordinary course of business
3) Seller sub. begun making goods or made commitments to get
4) Circumstances r. indicate the actions/ goods for buyer AND
5) Actions occurred before received notice of revocation
Revocation of Unilateral Contract
Irrevocable once performance has begun (majority rule)
Preparation does not count–offeror can revoke
(Min disfavored rule–only irrevocable once performance complete)
