Statute of Frauds and Records Flashcards
List the contracts that must be in writing or on record to be enforceable.
- Contracts involving real property sales, transfers, listing, and leases longer than on year
- Contracts to pay the debt of another
- Contracts that cannot be performed within one year
- Contracts for the sale of goods for $500 or more
Describe the state of frauds
A contract statute that requires certain kinds of contracts (i.e., contracts for the sale of goods for more than $500) be memorialized in a signed writing with sufficient content to evidence the contract.
List the minimum requirements for a valid writing or record of a contract.
- Identity of the parties
- Subject matter
- Quantity if more than one
- Signature (authentication) by party against whom you want enforcement
List the situations in which the partial performance exception for real property agreements apply.
- Buyer has made a payment.
- Buyer has taken possession
- Buyer has made improvements
Define “fully integrated contract”
Contract that is complete, final, and unambiguous
List the exceptions to the parol evidence rule.
- Defenses to formation (misrepresentation, mistake, duress)
- Modification
- Ambiguities (because the contract is not fully integrated)
- incomplete contract (because the contract is not fully integrated)
Define “merchant’s confirmation memorandum”
UCC provision that allows one merchant to ind another based on an oral agreement with one signature. For example, if tow merchants have an underlying oral agreement and one merchant sends the other a fax, letter, or email that confirms the terms of the oral agreements, the contracts is enforceable even through only signed/authenticated by one party. The contract is enforceable against both parties.
What is required for modification of a contract under common law?
Additional consideration
Explain the parol evidence rule.
A fully integrated contract clearly written cannot be contradicted, varied, or altered by evidence of the parties; prior negotiations, agreements, or contemporaneous oral agreements.
Against whom are ambiguities construed?
Against the party who drafted the contract.
Describe the UCC performance exception to the requirement of a record.
If the buyer takes possession or makes a payment accepted by the seller, the statute of frauds is removed at least for the part possessed or paid for. If the seller accepts payment for the goods, at least for the amount reflected in that payment.
Describe a situation in which the special-ordered goods exception would apply.
A condition in which the seller has substantially begun performance or has made an irrevocable commitment to do so before the buyer cancels the contract.
Describe the on-year rule under the statute of frauds.
Any contract objectively impossible to perform within one year from the date of contract formation (date of acceptance) without breaching the terms must be in writing or have written evidence of it to be enforceable.
Describe the exception to the written requirement for contracts involving an interest in realty.
If a performance is such that the parties cannot be returned to the status quo, the exception is applicable.
Describe the general rule about contracts that involve an interest in real property.
To be enforceable, any contract involving an interest in realty must be in writing or have written evidence thereof, or an applicable exception.
