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Contracts > Statute of Frauds Defense + More > Flashcards

Statute of Frauds Defense + More Flashcards

1
Q

What 4 contracts are within the SoF?

A

Promises to answer for the debts of another (suretyship)

Service contract not capable of being performed within a year from the time of k.

Transfers of interest is RE

Sale of goods for $500 or more

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2
Q

S Store sells P paint on credit for $400. P does not pay. S sues Conviser for the $400, alleging C promised to pay for the paint. C files a motion to dismiss based on SoF.

Is C’s alleged promise within the SoF so that C has a SoF defense? Explain

A

No. There is not guarantee here.

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3
Q

How does one get through the SoF barrier?

A

Produce evidence of performance or a writing.

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4
Q

S Store sells P paint on credit to be used in painting Epstein’s house. P does not pay. S sues C alleging that C promised to pay for the paint if P did not pay. C files a motion to dismiss based on the SoF.

Is C’s alleged promise within the SoF so that C has a SoF defense? Explain

A

Yes. There is a guarantee here (“if P did not pay”)

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5
Q

S Store sells P paint on credit to be used in painting C house. P does not pay. S sues C alleging that C promised to pay for the paint if P did not pay. C files a motion to dismiss based on the SoF.

Is C’s alleged promise within the SoF so that C has a SoF defense? Explain

A

No. Main purpose was to benefit the guarantor, so no SoF defense.

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6
Q

P sues D for breach of an alleged 3-year employment k. D files a motion to dismiss based on the SoF. Is this within the SoF? Explain.

A

Yes. It would take 3 years to finish performing, so it is a service contract not capable of being performed within a year of the time of the k.

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7
Q

P sues D for breach of an alleged 3-year employment k. P claims that the 3-year deal could be terminated on 30 days’ notice. D files a motion to dismiss based on the SoF. Is this within the SoF? Explain.

A

Yes. The 30-day notice is IRRELEVANT. It would take 3 years to finish performing, so it is a service contract not capable of being performed within a year of the time of the k.

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8
Q

Kenny G sues Club A for breach of an alleged January 15, 2015 k to perform on December 24, 2016. Club A files a motion to dismiss based on the SoF. Is this within the SoF? Explain.

A

Yes. The date of performance was 23 months after the k, so it is a service contract not capable of being performed within a year of the time of the k.

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9
Q

P claims that O agreed to employ her for a year, starting next month. Is this within the SoF? Explain.

A

Yes. It will take 13 months to complete, so it is a service contract not capable of being performed within a year of the time of the k.

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10
Q

Under the SoF, capable means what?

A

Theoretically possible w/ unlimited resources.

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11
Q

P claims that D hired him to cut all of the trees on D’s land. Within SoF? Explain.

A

No. Capable of happening within a year.

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12
Q

P claims that D hired her to work for the rest of P’s life. P is only 21 and in good health. Within SoF? Explain.

A

No. P could die the next day. No lifetime deals are within the SoF.

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13
Q

P claims that D agreed to build a house on Redacer. Is this within the SoF?

A

No. Not a transfer of interest in RE.

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14
Q

P claims that D agreed to sell Reducer to P? Within SoF?

A

Yes. this is a transfer of RE interest.

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15
Q

P claims that D agreed to sell a 5-year easement on Greenacre. Within SoF? Explain.

A

Yes. This is a transfer of RE interest.

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16
Q

P claims D agreed to lease Reducer for 1 year. Within SoF? Explain.

A

No.

While transfers are generally within the SoF, the SoF does NOT cover leases for one year or less.

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17
Q

C sues E, claiming that E agreed to sell him his 73 Caddy for $500. E files a motion to dismiss based on the SOF. Within SoF?

A

Yes. Sale of goods for $500 or more

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18
Q

C sues E, claiming that E agreed to sell him his 73 Caddy for $400. E files a motion to dismiss based on the SOF. Within SoF?

A

No. Not a sale of goods for $500 or more.

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19
Q

True or False: The SoF can be satisfied by performance.

A

True

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20
Q

In transfer of real estate, the SoF be satisfied by partial performance if which two of the following three elements exist?

A

Improvements to the land

Payment

Possession

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21
Q

B claims that S orally agreed to sell BA to B for $10k. When S refused to deed BA to B, B sues for breach.

S asserts a SoF defense. B is in possession of BA and made improvements. Does S have a SoF defense?

A

No. 2/3

Improvements to the land x

Payment

Possession x

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22
Q

B claims that S orally agreed to sell BA to B for $10k. When S refused to deed BA to B, B sues for breach.

S asserts a SoF defense. B has paid $10. Does S have a SoF defense?

A

Yes. 1/3

Improvements to the land

Payment x

Possession

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23
Q

Full performance by which party satisfies the SoF?

A

Either

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24
Q

Conviser and Ludacris agree that (i) Luda will write new review materials and (ii) Conviser will advertise the course as the Luda Mini Review for the next 5 years.

Is this agreement within the SoF?

A

Yes

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25
Q

Conviser and Ludacris agree that (i) Luda will write new review materials and (ii) Conviser will advertise the course as the Luda Mini Review for the next 5 years.

Luda finishes the material. Conniver continues to call the course by its original name. Luda sues Conviser for breach.

Conniver asserts a SoF defense (no k, Luda is fraudulently claiming a k). Is the SoF satisfied by Luda’s full performance? Explain

A

Yes

Full performance by either party satisfies the SoF

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26
Q

Part performance of which type of k does not satisfy the SoF?

A

Services.

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27
Q

P agrees to work for D for 3 years. P works 13 months then D fires her w/o cause. P sues D for breach. D asserts a SoF defense. Is the SoF satisfied by P’s working 13 months (i.e., P’s part performance)?

A

No

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28
Q

P agrees to work for D for 3 years. P works 13 months then D fires her w/o cause. P sues D for breach. D asserts a SoF defense.

Can P recover under k law for the 13 months of work she has done? Explain

A

No. There is no legally enforceable agreement.

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29
Q

P agrees to work for D for 3 years. P works 13 months then D fires her w/o cause. P sues D for breach. D asserts a SoF defense.

Can P recover under any theory? If yes, which one? If no, why not?

A

Yes, under quasi contract.

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30
Q

What is true of a seller’s part performance of a contract for the sale of goods (as far as satisfaction is concerned)?

A

A seller’s part performance satisfies the SOF, but only to the extend of the performance.

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31
Q

When purchase price appears in a question for the sale of goods, for what two reasons is it being included?

A

SOF

Damages

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32
Q

S orally agrees to sell 2k sacks of grits to B for $10k S delivers 600 sacks. S sues B for payment for the 600 sacks that have been delivered. Does B have a SOF defense? Explain.

A

No. SOF is satisfied. A seller’s part performance satisfies the SOF, but only to the extend of the performance.

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33
Q

S orally agrees to sell 2k sacks of grits to B for $10k S delivers 600 sacks. B sues S for failure to deliver the remaining 1400 sacks. S asserts a SOF defense. Does S have a valid defense? Explain.

A

Yes. B has no objective proof that S owes more sacks. The k was oral.

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34
Q

If the k is for the sale of goods that are to be specially manufactured, then the SOF is satisfied as soon as the seller make a . . . .

A

Substantial beginning.

35
Q

If the k is for the sale of goods that are to be specially manufactured, then the SOF is satisfied as soon as the seller make a substantial beginning. What does this mean?

A

The seller has done enough work that it is clear that what she is working on is specially manufactured (i.e., custom made or MTO).

36
Q

S sues B alleging B breached a k for a $500 pair of cowboy boots by telling S, after S had made a “substantial beginning” that she did not want the boots. B asserts a SOF defense. Does B have a valid defense? Explain.

A

No. S made a substantial beginning. S has proof of part performance.

37
Q

What do we need to satisfy the SOF? (2)

A

A writing or some other objective proof.

38
Q

“Your offfer of January 15 is hereby accepted.” S/Rust Cohle. Does this writing satisfy the SOF? Explain

A

No. It doesn’t meet the “all material terms” test. We are unable to determine the parties or the subject matter.

39
Q

When looking to see if a writing satisfies the SOF, what test do we use?

A

All Material Terms test

40
Q

In order to satisfy the All Material Terms test, who must sign?

A

The Defendant

41
Q

Barbri hereby agrees to employ A as lecturer for 3 years at 12k a year. S/Mike Sims, CEO

Barbri wrongfully dismisses A. A sues for breach. Barbara asserts a SOF defense. Did the writing satisfy the SOF so that Barbri does not have a SOF defense? Explain.

A

Yes. All material terms present + signed by the defendant

42
Q

Barbri hereby agrees to employ A as lecturer for 3 years at 12k a year. S/Mike Sims, CEO

A leaves after one year. Barbri sues for breach. A asserts a SOF defense. Did the writing satisfy the SOF so that A does not have a SOF defense? Explain.

A

No. The writing must be signed by D–here, A.

43
Q

Does the All Material Terms test apply under Article 2?

A

No

44
Q

Under the UCC, what must a writing do to satisfy the SOF? Must it be signed by the D?

A

Simply indicate that there is a k for the sale of goods and contain the quantity.

Ordinarily must be signed by D UNLESS the transaction is between two merchants when there is a delay in response.

45
Q

S sues B for breach of an alleged k to buy grits for $500. The only writing is the following:

I agree to buy 100 pounds of grits. S/B.

Does the writing satisfy the SOF? Explain.

A

Yes. This writing indicates that there is a k for the sale of goods and contain the quantity. It is signed by the D.

Under the UCC, it doesn’t matter what the price is.

46
Q

S, a grits distributor, receives the following fax from B, a grits store:

As we agreed during our phone conversation today, you will be sending me 200 sacks of grits. S/B.

S does not respond. S never sends the grits. B sues S for breach. S asserts a SOF defense. Has the SOF been satisfied even though S did not sign anything? Explain.

A

Yes, SOF is satisfied here. Since both parties are merchants, S’s failure to respond negates the need for the defendant to sign.

47
Q

True of False. If D asserting a SOF defense admits in a pleading or testimony that he had entered into an agreement with the plaintiff, the SOF is satisfied.

A

True

48
Q

True or False: The plaintiff’s reliance on D’s oral promise to put the agreement in writing cannot estop D from asserting a SOF defense?

A

False

49
Q

When must a party submit written proof of authorization to enter into a k for someone else? What do we say the requirement is called

A

If the k to be signed is within the SOF.

The requirement is called “equal dignity.” The authorization must be of EQUAL DIGNITY with the k.

50
Q

L sues SS for breach of a 1 year lease that Epstein signed, claiming that he was authorized to act on SS’s behalf. SS files a motion for SJ asserting that the law requires written evidence of Epstein’s authority.

Does k law require written evidence of Epstein’s authority to act on behalf of SS? Explain.

A

No. This is a one year apartment lease, so not within the SOF. Thus, the k does not have to be signed. No written evidence of authority is needed.

51
Q

L sues SS for breach of a 2 year lease that Epstein signed, claiming that he was authorized to act on SS’s behalf. SS files a motion for SJ asserting that the law requires written evidence of Epstein’s authority.

Does k law require written evidence of Epstein’s authority to act on behalf of SS? Explain.

A

Yes. This k is within the SOF, so written evidence of authority is needed. (2 year lease within SOF)

52
Q

When do we need written proof of k modification?

A

When the alleged change would be within the SOF.

53
Q

T leases a building from L for 1 year. L claims they later agreed to increase the term to 3 years. Does k law require written evidence of the alleged mod? Explain.

A

Yes. The modified term brings the k within the SOF, so we need written evidence.

54
Q

T leases a building to L for 3 years. T claims that they agreed to reduce the duration to 1 year. Does k law require written evidence of the alleged mod? Explain.

A

No. Modified term is not within the SOF, so no written evidence needed.

55
Q

C contracts to buy 600 bottles of Thunderbird wine from E for $600. C later claims that they agreed to modify the k to reduce the price to $2. Does k law require written evidence of the alleged mod? Explain.

A

No. The modified term is no longer within the SOF, despite the ridiculousness of the decrease.

56
Q

Under CL, contract provisions requiring that all modifications be in writing are/aren’t effective.

A

Aren’t

57
Q

R employs E for 11 months. They sign a k. It provides that all mods must be in writing. E claims that they later agreed to reduce the term to 10 months. R alleges that there was no such later agreement. Is a writing required as a matter of law? Explain

A

No. Under CL, k provisions requiring that all mods be in writing are NOT effective.

58
Q

R employs E for 11 months. They sign a k. It provides that all mods must be in writing. E claims that they later agreed to reduce the term to 24 months. R alleges that there was no such later agreement. Is a writing required as a matter of law? Explain

A

Yes. Mod comes within the SOF, so a writing is needed.

59
Q

Under the UCC, contract provisions requiring that all mods be in writing are/aren’t effective.

A

Are UNLESS waived.

60
Q

E sells his Caddy to C for $400. They sign a k providing that all mods must be writing. E claims that they later agreed to raise the price to $499. C refuses to pay $499. Is a writing required as a matter of law? Explain.

A

Yes. Under the UCC, contract provisions requiring that all mods be in writing are effective unless waived. No waiver here.

61
Q

Is a k enforceable that contains illegal subject matte?

A

No

62
Q

If the subject matter of a k is illegal, when can the agreement be enforceable?

A

If the plaintiff did not have reason to know of D’s illegal purpose.

63
Q

D contracts with Delta for a nonrefundable plane ticket to fly from Miami to Chicago in order to kill Conviser. If Dexter does not pay for the ticket, can Delta recover from Dexter for breach? Explain.

A

Yes. The subject matter is simply flying. Delta did not know of Dexter’s illegal intent.

64
Q

Can courts refuse to enforce a k on public policy grounds?

A

Yes

65
Q

A k exempts a party from intentional or reckless conduct. How can the court shoot down?

A

Public policy grounds.

66
Q

A k contains a covenant not to compete. It lacks a reasonable need or reasonable time and place limits? Enforceable?

A

No, void on public policy grounds.

67
Q

What five elements are usually needed to void a contract due to misrepresentation?

A

A statement of “fact” before the k

By one of the contracting parties

That is false

That is fraudulent or material AND

Induces the k.

68
Q

S tells B that Redacre has no environmental problems. S honestly believes what she said to be true, but Redacre has a lot of environmental problems.

B agrees to buy Redacre in reliance on S’s representation. Can B rescind? Explain.

A

Yes. No wrongdoing is required for material misrepresentations. All elements of misrepresentation are present.

A statement of “fact” before the k

By one of the contracting parties

That is false

That is fraudulent or material AND

Induces the k.

69
Q

Does a person making a k have a duty to disclose what he knows? Any exceptions?

A

No

If one party has a fiduciary-like relationship to another party, then must disclose.

70
Q

Does a person making a k have a duty to refrain from concealment?

A

Yes.

71
Q

S sells his horse, X, to B. S knew that Mr. Ed was lame but did not tell B. Can B rescind? Explain

A

No. Nondisclosure don’t matter. This is not considered concealment.

72
Q

What are the elements of economic duress?

A

A bad guy making improper threats (usually threat to breach a k)

A vulnerable guy with no reasonable alternative but to succumb to the bad guy’s threats.

73
Q

D has a k to sell 1k pounds of kosher grits to P for Chanukah sales in 2015 for $2k. D refuses to perform this k until P agrees to pay $2.5k instead of $2k. P has no other source of kosher grits, so he agrees in writing to pay $2.5k. D delivers.

Can P get out of the agreement to pay the additional $500? Explain.

A

Yes. This is a classic example of economic duress. D threatened to breach and P has no other reasonable alternative.

74
Q

What do we look for in undue influence situations?

A

A special relationship between the parties AND improper persuasion of the weaker party.

75
Q

What are the two basic tests for unconscionability? Which is procedural and which is substantive?

A

Unfair surprise (procedural)

Oppressive terms (substantive)

76
Q

When do the unconscionability tests apply? i.e., what point in time do they look at?

A

At the time the agreement was made.

77
Q

B and S contract for cotton to be delivered on the Peerless. B intends the October Peerless; S intends the December Peerless. Neither B nor S knows that there are two ships with the name Peerless. Can S enforce an agreement to buy the cotton on the December Peerless? Explain

A

No. There is ambiguity as to a material term, each party attached a different meaning to that term, and neither had reason to know that the term was open to at least two reasonable interpretations.

78
Q

When can ambiguity in the words of agreement operate to void the deal? (3 elements)

A

There is ambiguity as to a material term (two or more reasonable interpretations)

Each party attached a different meaning to that term, and

neither had reason to know that the term was open to at least two reasonable interpretations.

79
Q

B and S contract for cotton to be delivered on the Peerless. B intends the October Peerless; S intends the December Peerless. B knows that there are two ships with the name Peerless, but S is in the dark.

Can S enforce an agreement to buy the cotton on the December Peerless? Explain

A

Yes. When one party knows that the term is open to at least two reasonable interpretations and does not cure the ambiguity, then there is a k under the terms as understood by the unknowing party.

80
Q

Relief for mutual mistake is only available IF . . . (4)

A

Both parties are indeed mistaken about a fact

The fact is an EXISTING fact

The fact is material AND

The person seeking relief does not bear the risk of mistake.

81
Q

S and B k for the sale of a cow. The bill of sale provides “sale of barren cow for $80.” Cow turned out to be fertile and S refuses to deliver Cow. When B sues for breach, S asserts a mistake defense. Is there a mistake so that the k can be voided by S? Explain.

A

No. S could have had a vet examine the Cow and the vet would have been able to determine that the Cow was not barren. Thus, S bears the risk of mistake here. No mistake defense.

82
Q

For unilateral contracts, there will be relief for mistake only in situations in which the other party . . .

What is this called?

A

Had reason to know of the mistake

This is called a “palpable mistake.”

83
Q

BRI gets bids from ten vendors for new hoodies. Nine of the bids were for more than $100k. The other bid by X which BRI received was for $30k because X made a clerical error. Can X rescind the k because of its unilateral mistake? Explain.

A

Yes. BRI had reason to know of this “palpable mistake.” $30 was unreasonably low. Apply the palpable mistake doctrine for unilateral contracts.

Contracts (11 decks)

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