statute of frauds + parol evidence rule Flashcards
SoF writing requirement
memorandum must:
(1) be in WRITING
(2) be SIGNED by the party to be charged (i.e., any authentication that identifies the party);
(3) contain the ESSENTIAL ELEMENTS of the deal.
what types of contracts are within the SoF? (5 - M. SOUR)
(1) marriage
(2) suretyship
(3) one year
(4) UCC
(5) real property K
SoF K - marriage
any agreement in consideration of marriage
SoF K - suretyship
K to answer for debt/duty of another
SoF K - one year
K that cannot be performed within one year after K is made (performance within one year must be impossible not impractical)
SoF K - UCC
when K for the sale of goods is at least $500, memo must indicate that K has been
made, identify parties, contain a quantity term, and be signed by the party to be
charged
SoF K - UCC EXCEPTIONS
writing not required under UCC for:
o Specially manufactured goods,
o Part payment,
o Receipt and acceptance,
o Judicial admission, or
o Failure to object to memo within 10 days of receipt (when both parties are MERCHANTS)
SoF K - real property K
applies to Ks providing for subsequent conveyances of an interest in property (subsequent acts showing existence of K may also make oral Ks for transfers of interest enforceable)
what are the two main ways to satisfy the SoF?
(1) performance; OR
(2) by writing
can partial performance on a UCC K satisfy the SoF?
part performance satisfies the SoF, but only for the quantity delivered and accepted
judicial admission
- if a party admits under oath (such as in a deposition or in a court proceeding), the contract may then be deemed enforceable.
- this satisfies the Statute of Frauds under the UCC
how is a service contract that cannot be performed within one year?
full performance of services contract BY EITHER SIDE satisfies the State of Frauds
does part performance of a service contract satisfy the SoF for a services contract that cannot be performed within one year?
no
how does a writing signed by the party against whom the contract is asserted satisfy the SoF (3)?
it must cover the fundamental facts:
(1) show that a contract has been made
(2) identify the parties; AND
(3) contain the essential elements of the deal
do you need both parties signatures on the writing to satisfy the SoF?
no - only needs to be signed by the party against whom the contract is enforced
does the writing have to be formally executed to satisfy the SoF?
no
how is the statute of frauds satisfied regarding real estate contracts?
(1) a signed writing; OR
(2) part performance if ANY TWO of the following three elements are met:
- possession
- payment
- improvements to the land
does a signed writing for a UCC K satisfy the SoF if there is no mention of price?
yes
does a signed writing for a UCC K satisfy the SoF if there is no mention of price?
no - the writing must mention the quantity of goods sold
what happens regarding a UCC K and the SoF if a quantity is mentioned in the writing but not if the quantity is incorrect?
the contract is only enforceable under the SoF for the quantity mentioned in the writing
how does a confirming memo satisfy the SoF for a UCC K?
the failure to object to a confirming memo within 10 days will satisfy the SoF BUT only if BOTH parties are merchants
SoF - contract modification
ask whether the deal, with the alleged modification, would be in the Statute of Frauds world
- if so, the Statute of Frauds requirements must be met for the modification;
- if not, there is no Statute of Frauds requirement, even though the initial deal was in the Statute of Frauds world
parol evidence (P/E) rule in general
prevents introduction of prior extrinsic evidence that contradicts terms of written K
P/E integration in general
parties intended writing to be their final agreement (P/E rule applies)
P/E integration - total integration
(complete expression of all terms of parties’ agreement)—parties cannot introduce extrinsic evidence of prior/contemporaneous understandings or negotiations
P/E integration - partial integration
if writing sets forth only some terms, then parties are permitted to introduce supplementary extrinsic evidence of other terms that are consistent with writing (not
contradictory)
P/E integration - intent of the parties in general
determines if there is total, partial, or no integration
P/E integration - intent of the parties: common law
“four corners” rule - can only look to writing itself for intent
P/E integration - intent of the parties: second restatement
if an extrinsic term of agreement would naturally be omitted from a writing, then term can be introduced so long as it isn’t contradictory
P/E integration - intent of the parties: UCC
assumes written K is only a partial integration and allows almost any outside terms
when is P/E inapplicable?
does not apply to communications occurring after the execution of the written K and when parties are (partial list):
1. Raising a defense to formation
2. Raising a defense to enforcement
3. Proving condition precedent to existence of the K
4. Interpreting/clarifying ambiguity in K
5. UCC—supplementing even apparently unambiguous terms by evidence of trade usage or course of dealing (priority, highest to lowest: express terms, course of performance, course
of dealing, trade usage)
