Statute of Frauds Flashcards
General Rule of K law (oral promises enforceable)
contract need not be in writing and oral written agreements are equally enforceable.
SOF Generally
SOF provides an exception to the general rule and makes some classes of ks unenforceable unless reflected in a signed writing
SOF as a defense
General rule is that a k within the SOF is not enforceable absent a writing signed by the party against whom the enforcement is sought. So, if SOF defense is available and you are being sued for breach and did not sign a k that is within the SOF, it is available as a defense to you.
SOF - Analyze by using these 3 questions
- Does the agreement fall within the SOF? if not, SOF DNA
- Is the SOF satisfied? If falls within SOF, check if SOF is met
- Is alternative enforcement available? Check to see if promissory estoppel or quasi-k is available to enforce
Specific Coverage under SOF - MYLEGS
- Marriage
- Ks not to be completed w/in 1 year of formation
- k for SALE of interest in land
- k of executor to answer for duty of decedent
- K of Guaranty or Suretyship
- K for sale of goods $500+ (see UCC)
performance within one year
This is measured from the date of the K FORMATION. So if completion of the k cannot possibly be completed within a year, then SOF applies (Think: I contract today to work 1.5 years from now; can’t complete k in a year, SOF applies).
Land-Sale K
This governs Ks for the sale of an interest in land. The K for future sale is governed by SOF, but present conveyance of land for money is not.
Lease of real property is governed by SOF b/c it’s a land interest
Guaranty/Suretyship Agreements
General rule is that a promise to answer for the debt of a 3rd party is subject to SOF. 2 exceptions (these need not be in writing):
- when creditor discharges original debtor from obligation on faith of a guarantee by a 3rd party to pay the debt
- Main purpose exception - if main purpose of guarantor’s promise is to protect or promote his own economic interests
Violation of SOF
if a k falls within the SOF, then the general rule is that the k is unenforceable unless evidenced by a writing signed by the party against whom enforcement is sought.
SOF - the two requirements
- a writing
2. signature
SOF - the writing requirement
All that is necessary is that the writing be a memo of the actual agreement, which can be prepared before, during or after k formation.
Examples of memos that satisfy SOF
- letter from one party to a 3rd party describing the agreement
- the written offer, acceptance of which formed the k
- a letter from one party to the other repudiating, and so admitting, the agreement
what terms are required in the memo under SOF?
- identity of the parties to the transaction
- the nature and subject matter of the k
- the essential terms of the unperformed promises in the agreement
SOF - Signature Requirement
the actual signature of the party again 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
“Tacking together” multiple documents
the writing need not be a single document; a party may satisfy SOF by tacking together several documents which, once combined, satisfy all the necessary requirements for the SOF
Land Ks and Part Performance
Part performance will make an oral k for the sale of land enforceable in two situations:
- in an action by the buyer against the seller, but not in an action by the seller against the buyer
- in an action for specific performance, but not in an action for money damages
Land Ks and Part Performance - Elements
Part performance requires a showing of any combination of:
- payment of all or part of the purchase price;
- taking of possession; and
- making substantial improvements to the property
One Year Ks and Full 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.
One Year Ks and Part Performance of Oral Ks
Part performance is not compensable on the k, but the performing party may be able to recover for the reasonable value of the services actually rendered via quantum meruit
Sale of Goods K - UCC and Part Performance
UCC SOF may be satisfied by part performance of a sale of goods k . . . this is discussed later
SOF not satisfied - Recovery of the Benefits Conferred
Where one bestows a benefit upon another in connection with an oral k, even if SOF bars enforcement, the performing party can file for restitution to seek recovery of value of the benefits conferred. In the alternative, if services are involved, the performing party can recover in quantum meruit for recovery of the reasonable value of the services he rendered
SOF not satisfied - Promissory Estoppel
Where a party suffers losses in reliance on an oral k, though SOF bars enforcement, Promissory Estoppel may be available. The courts that do allow this apply for further requirements:
- definite and substantial character of reliance, and its relationship to the remedy sought
- the extent to which the reliance is corroborated by the E of the formation and terms of the k; and
- extent to which formation and terms of k are otherwise established by C&C E
UCC SOF - what happens when SOF not satisfied?
if the agreement falls within the UCC SOF and is not satisfied, then the whole thing is unenforceable.
How to satisfy SOF UCC - 5 ways
- signed writing
- merchant’s confirmation
- in-court admission
- part performance
- Substantial reliance by the seller of specially manufactured goods
