Statute of Frauds

Question 1

To prevent people from engaging in fraud by requiring that the types of contracts that are “likely” to be the subject of a fraud are in a signed writing.

Answer 1

Purpose of SOF

Question 2

It stops the courts from enforcing a contract.

Thus it is a defense to contract enforcement.

Answer 2

Statute Of Frauds

Question 3

Executor: A contract of an executor or administrator to answer for a duty of his decedent (the executor-administrator provision).
Land: A contract for the sale of an interest in land (the land contract provision)

Marriage: A contract made upon consideration of marriage (the marriage provision)
One Year: (A contract that is not to be performed within one year from the making thereof (the one-year provision)

Surety: A contract to answer for a duty of another (the suretyship provision)

Answer 3

Statute Of Frauds

Question 4

Full performance: If seller conveys to purchaser, the seller can enforce buyer’s oral promise to pay.
Part performance: Conduct (partial performance) that unequivocally indicates that the parties have contracted fro the sale of land.
Includes:
Payment (in whole or in part)
Valuable improvements

Answer 4

Land exceptions

Question 5

A promise by its terms cannot be performed within one year of its making must satisfy the statute of frauds to be enforceable.

Answer 5

the one-year provision

Question 6

The time starts running from the date the contract was formed, not the date of first performance

Answer 6

the one-year provision

Question 7

If it is possible to complete the contract within a year, but actual performance takes longer, then the contract is not within the statute of frauds and is enforceable even if it is an oral agreement.

Answer 7

the one-year provision

Question 8

\_\_\_\_\_\_\_\_\_\_ is 
a contractual relationship 
resulting from an agreement 
whereby one person, 
the surety, 
engages to be answerable for the debt or default of another
the principal.

Answer 8

Suretyship

Question 9

A ______ promises to assume the responsibility for payment of a debt incurred by the principal should the principal fail to repay the creditor.

Answer 9

surety

Question 10

A surety ________ exists only if the principal owes another (the creditor) an obligation.

Answer 10

relationship

Question 11

If the surety gets ________ out of the promise, then it does not have to be in writing.

Answer 11

consideration

Question 12

Unless additional requirements are prescribed by the particular statute, a contract within the Statute of Frauds is ________ if it is evidenced by any writing, signed by or on behalf of the party to be charged, which
reasonably identifies the subject matter of the contract,
is sufficient to indicate that a contract with respect thereto has been made between the parties or offered by the signer to the other party, and
states with reasonable certainty the essential terms of the unperformed promises in the contract.

Answer 12

enforceable

Question 13

If a contract to which the statute of frauds applies fails to
Be in a writing
that is signed by the party to be charged
That reasonably identifies the subject matter of the contract,
That sufficiently indicates that a contract has been made between the parties or offered by the signer to the other party, or
That states with reasonable certainty the essential terms of the unperformed promises in the contract,
Then the contract is ___________.
Otherwise the contract satisfies the statute of frauds.

Answer 13

unenforceable

Question 14

A contract that is not to be performed within a year must be __________ in writing.

Answer 14

memorialized

Question 15

A writing memorializing a contract need not be ______ ___ ______at the time the contract is made.

Answer 15

written and signed

Question 16

All that is required is that the writing be signed with the intent to authenticate the information contained therein and that such information __________ the terms of the contract.

Answer 16

evidences

Question 17

A memorandum of the contract may be ________ _________ out of separate writings, connected with one another either expressly or by the internal evidence of subject-matter and occasion.

Answer 17

pieced together

Question 18

________ __ _______ writings may be read together provided that they clearly refer to the same subject matter or transaction.

Answer 18

Separate and unsigned

Question 19

_______ evidence may be used to portray the circumstances surrounding the making of the memorandum and to connect the separate documents.

Answer 19

Parol (non-written)

Question 20

A _____ contract is one which never had any binding effect
A contract is ____ if it violates a specific statue (is illegal) or is against public policy
A _____ contract cannot be ratified.

Answer 20

void

Question 21

A _______ contract is one which may be legally avoided at the option of the wronged party.
________ contracts are include contracts which are, e.g., procured by fraud.
A _________ contract can be ratified by the non-wrongdoing party.

Answer 21

voidable

Question 22

[e]ven if there is no internal reference or physical connection, the documents may be read together if in the circumstances they clearly relate to the same ________ and the party to be charged has acquiesced in the contents of the unsigned writing

Answer 22

transaction (Restatement (Second) of Contracts § 132 & cmt. c
)

Question 23

A memorandum may consist of ________ _______ if one is signed and the others clearly relate to the same transaction.

Answer 23

several writings (Restatement (Second) of Contracts § 132 & cmt. c
)

Question 24

A memorandum sufficient to satisfy the statute of frauds need not have been made as a ___________ of a contract.

Answer 24

memorandum (Restatement (Second) of Contracts § 133)

Question 25

The comments note that the __________ may consist of an entry in a diary or in the minutes of a meeting, a communication to or from an agent or the party to be charged, or an informal letter to a third person.

Answer 25

memorandum (Restatement (Second) of Contracts § 133)

Question 26

A memorandum may even be _________ even though it repudiates or cancels the contact or asserts that it is not binding because not in writing.

Answer 26

sufficient (Restatement (Second) of Contracts § 133)

Question 27

Unless additional requirements are prescribed by the particular statute, a contract within the Statute of Frauds is ___________ if it is evidenced by any writing, signed by or on behalf of the party to be charged, which

(a) reasonably identifies the subject matter of the contract,
(b) is sufficient to indicate that a contract with respect thereto has been made between the parties or offered by the signer to the other party, and
(c) states with reasonable certainty the essential terms of the unperformed promises in the contract.

Answer 27

enforceable (Restatement (Second) of Contracts § 131. General Requisites Of A Memorandum
)

Question 28

Types of documents. The statutory memorandum may be a written contract, but under the traditional statutory language any writing, formal or informal, may be sufficient, including a will, a notation on a check, a receipt, a pleading, or an informal letter. Neither _______ __ _______ is essential. See § 133. Writing for this purpose includes any intentional reduction to tangible form.

Answer 28

delivery nor communication (Restatement (Second) of Contracts § 131. General Requisites Of A Memorandum
)

Question 29

The memorandum may consist of ______ ______ if one of the writings is signed and the writings in the circumstances clearly indicate that they relate to the same transaction.

Answer 29

several writings (Restatement (Second) of Contracts § 132. Several Writings)

Question 30

Several signed writings. Where two or more documents are signed by the party to be charged, they may be ____ ______ even though neither contains any reference to the other. The question whether they constitute a sufficient memorandum is substantially the same as if they had been incorporated in a single document.

Answer 30

read together (Restatement (Second) of Contracts § 132. Several Writings)

Question 31

Except in the case of a writing evidencing a contract upon consideration of marriage, the Statute may be satisfied by a _____ ________ not made as a memorandum of a contract.

Rationale. The rule of this Section reflects the general assumption that the primary purpose of the Statute is evidentiary, that it was not intended to facilitate repudiation of oral contracts. The marriage provision, however, performs a cautionary function as well, and a subsequent writing does not satisfy the Statute unless made as a memorandum of the agreement.

More than a merely evidentiary writing is also required to satisfy a statutory provision that “the contract” be in writing.

Answer 31

signed writing

Question 32

There is no requirement that a memorandum be communicated or delivered to the other party to the contract, or even that it be known to him or to anyone but the signer. A memorandum may consist of an entry in a diary or in the minutes of a meeting, of a communication to or from an agent of the party, of a public record, or of an informal letter to a third person. Where a written offer serves as a memorandum to charge the offeror, however, communication of the offer is essential; written instructions to an agent to make an offer do not suffice. And where the statute requires only the vendor’s signature the memorandum is not effective to charge the vendee until he manifests assent to it.

Answer 32

Communication; delivery.
(Restatement (Second) of Contracts § 133. Memorandum Not Made As Such
)

Question 33

A signed writing which is otherwise a sufficient memorandum of a contract is not rendered insufficient by the fact that it also repudiates or cancels the contract, or asserts that it is not binding because not in writing. But a writing denying the making of the contract is not a memorandum of it.

Answer 33

Repudiating memorandum.
(Restatement (Second) of Contracts § 133. Memorandum Not Made As Such
)

Question 34

A written pleading, stipulation or deposition may serve as a memorandum if otherwise sufficient as to contents and signature. An oral statement before the court is treated in some states as the equivalent of a signed writing. See Uniform Commercial Code §§ 2-201(3)(b), 8-319(d). Where the writing or oral statement is made under legal compulsion, it is nonetheless effective unless there is a contrary procedural policy in the state. But a motion to dismiss a complaint or a failure to deny an allegation, though given the procedural effect of an admission, is not the equivalent of a signed writing for the purposes of the Statute of Frauds.

Answer 34

Pleadings and testimony.
(Restatement (Second) of Contracts § 133. Memorandum Not Made As Such
)

Question 35

The signature to a memorandum may be any ______ made or adopted with an intention, actual or apparent, to authenticate the writing as that of the signer.

Answer 35

symbol

Question 36

Where a memorandum of a contract within the Statute is signed by fewer than all parties to the contract and the Statute is not otherwise satisfied, the contract is enforceable against the _______ but not against the others.

Answer 36

signers

Question 37

A memorandum sufficient to satisfy the Statute may be made or signed at any _____ before or after the formation of the contract.

Answer 37

time

Question 38

The loss or __________ of a memorandum does not deprive it of effect under the Statute.

Answer 38

destruction

Question 39

Not a rule of evidence. Although the Statute of Frauds was designed to serve an evidentiary purpose, it is not a rule of evidence. In cases of loss or destruction, the contents of a memorandum may be shown by an unsigned _____ or ______ ______

Answer 39

copy or by oral evidence

Question 40

The promise is only enforceable where injustice can only be avoided by enforcement of the promise. The following circumstances are relevant to this inquiry:
(a) The availability and adequacy of other remedies, particularly cancellation and restitution;
(b) The definite and substantial character of the action or forbearance in relation to the remedy sought
(c) The extent to which the action or forbearance corroborates evidence of that making and terms of the promise, or the making and terms are otherwise established by clear and convincing evidence
(d) The reasonableness of the action or forbearance
(e) The extent to which the action or forbearance was foreseeable by the promisor.
The Court endorses the Restatement approach in employment disputes.

Answer 40

Circumstances/ Factors to consider

Question 41

• Some courts have held that reliance by a promisee can turn a promise that would otherwise be unenforceable under the statute of frauds into an enforceable promise. In these cases, courts stated the promisee’s reliance is an effective substitute for consideration
• Numerous courts have applied promissory estoppel to overcome the statute of frauds in cases where the defendant was shown to have promised the plaintiff a signed memorandum of their agreement.
• Some courts limit enforcement of any estoppel exception to the statute of frauds to cases in which there has been (1) a misrepresentation that the statute’s requirements have been met or (2) a promise to put the agreement in writing.
• On the other hand, several courts adopt the position that promissory estoppel is not a basis for avoiding the Statute of Frauds.
• Still other courts state that promissory estoppel may defeat the statute of frauds under certain conditions and have adopted, as a general rule, the position that promissory estoppel may not be used to overcome the statute of frauds in such a manner as to frustrate the basic policy of the statute.

Answer 41

Promissory Estoppel to avoid the Statute of Frauds

Question 42

• The general rule is that a party who refuses to continue performing a contract that is unenforceable by reason of the Statute of Frauds, after having derived a benefit from a part performance by the other party, must pay for or return what he has received from the other party under the contract.
• The Statute of Frauds was never intended to be used to permit one relying on it to enrich oneself at the expense of another or to aid in defrauding such other person.
• To permit a party to an oral contract to accept the benefits of such a contract and then invoke the Statute of Frauds to avoid payment would be using the Statute to perpetrate a fraud.

Answer 42

Quasi Contract to avoid the Statute of Frauds