Statute of Frauds Flashcards
Writing Req.
A K need not be in writing unless it is required by the SOF. Therefore, a K within the SOF is not enforceable absent a writing signed by the party against whom the enforcement is sought.
How to Analyze a SOF Q?
1) Does the agreement fall within the SOF?
2) Is the SOF satisfied?
3) Is alt. enforcement available?
Ks that Fall Under the SOF (MYLEGS)
- Marriage Ks
- Year- Ks that will not be completed within one year of the formation of the K
- Land- Ks that involve the sale of an interest in land
- Executor- a K of an executor or administrator to answer for a duty of the decedent
- Guarantee- A K of guarantee or suretyship (promise to take on another’s debt)
- Sale- A contract for the sale of goods at a price of $500 or more (UCC SOF)
Performance Within One Year Ks
If there is any possibility that performance can be completed within one year, then the K will not violate the SOF.
Performance Within One Year: Measuring Date
The year at issue under the one-year provision is measured from the date of the Ks formation rather than the date of the beginning of performance.
Lifetime or Permanent K of Employment
- Under the majority rule, these Ks are not governed by the one-year provision because the employee’s death is possible within the first year.
- The minority treats these types of Ks as falling within the one-year provision.
Land-Sale Ks: Contract for Future Sale v. Present Conveyance
- A K for future sale is governed by the land provision and requires a signed writing
- A present conveyance of land promised for money is held to be outside the land provision.
Guaranty/Suretyship Agreements
Has two critical exceptions:
- when the creditor discharges the original debtor from his obligation on the faith of a guarantee by a third party to pay the debt.
- (main purpose exception)- when the main purpose of the guarantor’s promise is to protect or promote his own economic interests
When the SOF Applies
If a K falls within the SOF, then the general rule is that the K is unenforceable unless evidence by a writing signed by the party against whom enforcement is sought
What Writing is Required?
The actual agreement does not have to be put in writing, the writing need only contain:
- the identify of the parties to the transaction
- the nature and subject matter of the K; and
- the essential terms of the unperformed promises in the agreement
The Signature Req.
- The actual signature of the party against whom enforcement is sought is not necessary.
- Any symbol, including initials; typed, stamped, or preprinted signatures; or letterhead, if used with the intention to authenticate the writing, will suffice
Uniform Electronic Transactions Act (UETA)
Has been adopted by most states. States that electronic signatures are considered to satisfy any legal writing requirements.
Tacking Together Multiple Documents
The writing need not be a single document; a party may satisfy the SOF by tacking together several documents which once combined, satisfy all the necessary requirements for SOF.
Performance
The SOF may be satisfied with respect to some of the categories of governed Ks via part performance (including land Ks and one-year Ks).
Part Performance of Land Ks
Makes sale of land Ks enforceable in two situations:
- in an action by the buyer against the seller, but not in an action by the seller against the buyer; and
- in an action for specific performance, but not in an action for money damages
Part Performance of Land Ks Req.
P must show two of the following:
- payment of all or part of the purchase price
- taking of possession; and
- making substantial improvements to the property
Part Performance of Oral Ks
- Full performance of an oral K for services by the party performing the services will make the K enforceable against the paying party. Part performance is not compensable on the K.
- The performing party may be able to recover for the reasonable value of the services actually rendered via quantum meruit.
Enforcement Where CL SOF is not Satisfied
Include:
- recovery for benefits
- promissory estoppel
Recovery for Benefits Conferred (Restitution and Quantum Meruit)
- Where one party bestows benefits upon another in connection with an oral contract, even if the K is barred by SOF, the aggrieved party can file an action for restitution seeking to recover value of benefits conferred.
- One could also sue on a theory of quantum meruit for reasonable value for the services rendered
Promissory Estoppel: Stiff Req.
Some courts will impose stiffer req. on the claimant than those applicable under an ordinary PE action including:
- the definite and substantial character of reliance, and its relationship to the remedy sought
- the extent to which the reliance is corroborated by the evidence of the formation and the terms of the K
- the extent to which the formation and terms of the K are otherwise established by clear and convincing evidence
When Goods Ks Violate the UCC SOF
The entirety of the K is unenforceable, not just the portion of the K which exceeds $499.99.
What about Ks that are Subsequently Modified
If a K is modified so that it falls under the SOF, it must comply with the SOF.
Satisfying the UCC Statute of Frauds (SMIPS)
- Signed writing; or
- Merchant’s confirmation; or
- In-court admission; or
- Part performance; or
- Substantial reliance by the seller of specially manufactured goods
UCC SOF: Signed Writing
Requires a writing + signed by the party against whom enforcement is sought + which is sufficient to indicate that a K for sale has been made between the parties.
