Statute of Frauds 2 Flashcards
does common law need modifications to be written?
NO. It’s totally ignored.
Under UCC, modifications in writing?
Effective unless waived!!!
Illegal subject matter
agreement is void
illegal purpose
subject matter is legal but the purpose is illegal, the agreement is enforceable only by the person who did not know of the illegal purpose
JV contracts with Delta to get a ticket and so that he can kill Donald Trump. Enforceable?
YES. Legal to enforce the ticket even if the purpose is to kill someone.
Misrepresentation
false assertion of fact or concealment of facts - NO REQUIREMENT OF FRAUD.
even an honest misrep matters.
damages in misrepresentation
cancellation/rescision of the K
NOT ABOUT MONEY
Duress- physical or economic
- elements
- bad guy - improper threat to breach the K
- vulnerable guy - no reasonable alternative but have to agree
D has a K to supply 1000 radar sets to P in 2014. D refuses to perform the K until P agree to buy 4K erector sets in 2015. P has no other source of radar sets and so agrees. D delivers the radar sets in 2014. Can P get out of the agreement in 2015?
YES. Economic duress.
Also - preexisting duty rule
but if it’s a sale of goods deal, you don’t have to deal with preexisting duty rule, it’s just good faith.
Unconscionability
- used to be UCC but now common law
- empowers court to refuse to enforce all or part of an agreement
- unfair surprise and oppressive terms
- tested at the time of agreement
- by the court
What if there’s an unfair benefit 5 years later?
NOPE - it has to be at the time of the K.
Ambiguity in words of the agreement
no k if
- material terms that is open to at least two reasonable interpretations
- each party attached difference meaning to the term
- neither party knows that the other misunderstood it
EX: S and B contract for cotton to be delivered on the Peerless. B intends the October Peerless, S intends the December Peerless – neither know of the other’s interpretation…K?
NO.
EX: S and B contract for cotton to be delivered on the Peerless. B intends the October Peerless, S intends the December Peerless – S knows of the other’s interpretation…K?
YEs according to B’s terms because he is innocent.
Mistake of Fact existing at the time of K
Mutual mistake of material fact will nullify K if
- both parties mistake
- basic assumption of fact
- materially affects the agreed exchange
Mistake of subject matter v. mistake of value
Subject matter - NO K
Mistake of value - K still good.
S bought a warhol painting D thought was Warhol. It wasn’t. K?
NO. Mistake of material fact.
S bought Warhol for $100 from D. They find out that it’s actually worth $1000000000. K?
Yup.
Unilateral mistake of material fact
Gen: courts will not make an exception if you screw up
Exceptions to unilateral mistakes
BUT - if the other guy SHOULD have known of the error, palpable (obvious) mistake, then you can’t be scum and take it.
OR - mistakes discovered before significant reliance by the other party.
parol evidence
Rule: prohibits from incorporating evidence that does not come from the four corners of the final writing. Final writing supersedes anything else.
Integration
written agreement that court finds is the final agreement, triggers the parol evidence rule
partial integration
written and final, but not complete
complete integration
written and final and complete.
merger clause
contract clause such as “this is the complete and final agreement” - important note in the K to show it’s final
Three tips
- parol evidence is limited to the words of the parties
- evidence can be oral OR written
- comes BEFORE integration
Can evidence be introduced to change any terms of the written final K?
NO. Parol evidence rule.
Can evidence be introduced to show clerical error or mistake in putting the agreement into writing?
YES. It’s only used for the purpose of correction the agreement.
defense to enforcement of the written deal
ALLOWED. Parol evidence allowed to show fraud, misrepresentation, duress.
Can you explain a term in the written deal?
YES. earlier agreements can eb considered to resolve ambiguities in the written K.
Adding to the written deal - partial v. complete
if complete then NO, if partial then YES.
