Statute of Frauds Flashcards
If a K is governed by the Statute of Frauds, what is required?
If K falls within the SOF, it is unenforceable unless they are evidenced by a writing. The writing must:
- Be signed by the party to be charged AND
- Contain the essential elements of the deal
- Parties
- Subject Matter
- Price
- Date
- Performance
What kind of writings satisfy the SOF?
Any memorandum with the signature of a party
What is needed for a signature to satisfy the SOF?
Any symbol with the intention to authenticate the writing
Who has a SOF defense?
A party who doesn’t sign a K that is governed by the SOF
What types of contracts fall within the statute of frauds ?
- Marriage - K made upon consideration of marriage
- Suretyship - K to answer for the debt or duty of another
- One year - K that can’t perf. w/in 1 year from its making
- UCC - K for sale of goods for prive of $500 or more
- Real Property Contract - K for sale of real prop. int. in real prop.
Mr. SOUR.
Agreement in consideration of Marriage
Any agreement of marriage is within the SOF
- Prenuptial agreement
- NOT promise by each to Marry
Suretyship Provision
Suretyship is a 3 party contract that must be in writing
- one party promises a second party (obligee) that the surety will be responsible for any debt of a 3d party (principal)
- Resulting from the principals failure to pay as agreed
Real Property contracts
Promise to transfer or receive any interest in real prop. is within the SOF - Applies to any land interest
- SOF does not apply to the conveyance itself but does apply to a K providing for the subsequent conveyance of int. in prop.
One Year Provision
K that can’t be performed within one year b/c of the constraints of the terms of the agreement must be in writing
- Year starts the day after the K is made (length of perf. doesn’t matter)
Is a lifetime or perm. contract of employment subject to the SOF?
Not governed by the 1 year provision b/c death is possible within each year
Sale of Goods for $500 or More
When the price of goods is at least $500, the UCC requires a memorandum of the sale that must:
- Indicate that a K has been made
- Identify the parties
- contain a quantity term, AND
- Be signed by the party to be charged
Writing - doesn’t need to be an actual K, can be series of correspondence b/w the parties
Real Property Exception
Subsequent acts showing existence of K may make oral K for transf. of int. enforceable - Including: (need 2)
- Payment of all or part of the purchase price
- Pssession by the purchaser
- Subst. improvement of the prop. by the purchaser
Suretyship Provision - Exceptions
- Indemnity K - Promise to reimburse for monetary loss doesn’t fall w/in the SOF
- Main Purpose Exception - If main purpose of the surety is agreeing to pay the debt of the principal is the surety’s own econ. advantage (not principals benefit)
When can SOF in contracts lasting more than one year be satisfied by part performance ?
When the K is fully performed
If SOF is not satisfied, then what remedies are available to the aggrieved party?
Restitution - Aggreived party can recover the value of the benefits conferred
Promissory Estoppel - This may be available for detrimental reliance (must have strong evidence of reliance)
Exceptions to the UCC Statute of Frauds
A writing is not required under the UCC for:
- Specially manuf. goods,
- Part Payment
- Receipt & Acceptance
- Judicial Admission OR
- Failure to object to memo w/in 10 days (when both parties are merchants)
Specially Manuf. Goods Exception
No writing required if:
- Goods are to be specially manuf. for the buyer,
- the goods are not suitable for sale to others, AND
- The seller has made a subst. beginning of their manuf. or commitment for their procurement
Part Payment Exception
When part payment of the purchase price for a single item has been paid
- K is enforced &
- partial payment falls outside the UCC SOF only to the extent of the purchase
Receipt & Acceptance Exception
The K is outside the UCC SOF to the extent that:
- goods are received and accepted or
- payment is made & accepted
Judicial Admission Exception
If the party to be charged admits in pleadings, testimony, or otherwise in court that a K was made
- K is enforceable only to the extent of the quantity admitted
Failure to respond to memorandum Exception
Only applies when both parties are Merchants
- If memo sufficient against 1 party is sent to the other party
- Who has reason to know its contents, and
- receiving party doesn’t object in writing w/in 10 days
- K is enforceable against the receiving party even if he didn’t sign it
When can specially manuf. goods satisfy the UCC statute of frauds?
- Goods are to be specially manuf. for buyer
- Goods not suitable for sale to others in ord. course of seller’s bus.
- S has subst. begun to manuf. or made commitments to procure the goods
- Actions undertaken to begin to manuf. or procure the goods occured under the circ. which reas. indicated that the goods are for the buyer AND
- actions undertaken to begin manuf. or procure occurred b/f the seller received notice of the buyer’s revocation
A SOF defense only has what effect?
It defends agains the enforcement of the K against the non-signing party
