written manifestations of assent Flashcards
what is the parole evidece rule
if the parties have reduced their K to a COMPREHENSIVE and integrated WRITING, then earlier statement or writing relating to the agreement are not a part of the deal
in the context of PER what would oral or written statemenst after the wirtten agreement be
modifications
what is an integrated writing? and whats a fully v partially integrated
comprehensive agreement that seems to be final expression of the party’s agreement
partially= it is still considered a final written agreement and the PER will apply but there are a few small gaps
Exceptions to the PER - the rule does not bar earlier evidence if
(3)
It is relevant to DEFENSE AGAINST the formation of the K
Its evidence of a second SEPARATE deal
Its evidence of a prior communication mean to help interpret an ambiguous term in the final agreement
Thomas v libby- P and D agreed to a written agreement about the sale of logs, D wanted to cash in on warranty but the written agreement did not include a warranty, D refused to complete the K, issue of whether evidence of an oral promise or agreement can be introduced into the written K after the K has been signed and when the written k was silent as to the warranty
Rule- if the written agreement is deemed to be a complete expression of the whole agreement, it is assumed that the parties included every material item and term, and that earlier oral promise or agreement cannot be introduced
Masterson v sine – the one with the family drama selling a house; P owned a ranh and they conveyed it to D with written language that gave P the option to buy the ranch back in ten years; it was a family transaction; P ends up going bankrupt and wants to exercise the option and sell it to get out of bankruptcy; issue of whether an oral agreement between the family to keep the farm in the family was admissible (can you consider extrinsic evidence to help understand meaning of a written agreement?
Rule- evidence of oral agreements should be excluded only when the factfinder is likely to be misled, so the rule is based on the credibility of the evidence
Pacific gas- there was a written agreement that d would indemnify P against all loss, damage, expense, and liability resulting from injury to property arising out of or in any way connected with the performance of the K; there was an issue on what was meant by ‘all losses’, P tried to get money back on all property, even those that it didn’t own, D wanted to include previous oral evidence to show what the real meaning was; issue of whether extrinsic evidence can be admitted to help define an ambiguous term
extrinsic evidence can be introduced if it helps to clear up terms in the written agreement that are ambiguous
what is a merger clause
language that would lock in a k and automatically make it FULLY integrated barring any extrinsic parol evidence
what is the statute of frauds
situtaions where the contract must be written out
Situations where the SOF applies (Mr Sour)
Marriage: a k made in consideration of marriage
Suretyship: a k promising to guarantee the debt of somebody else
One year rule: a k that by its terms, cant be performed within one year from its making
UCC- a goods K for more than 500 dollars
Real Property - the conveyance of things like real property/real estate
what is the excpetion to the SOF rule
partial performance by P that benefited the D
Schwedes v Romain- the Ds sent a letter to P telling then that they agreed to sell them land for 60k, P communicated acceptance via PHONE CALL, Ps lawyer told them not to worry about going in person to seal the deal, and also told them they didnt have to send money, D ends up selling to someone else; P sues; issue of whether there was a valid K between the paries that met SOF, and if any partial performance of P had been taken that would allow them to recover
a real estate contract cannot be enforced via the rules of SOF when it has not been written down and when the party seeking performance has not partially performed
Boone v coe (exceptions to SOF) – verbal K was made between the parties where D would rent P his farm for a period of one year to begin on the date of Ps arrival, d also agreed to furnish materials so P could farm; when P arrived to the farm, D had failed to readied the farm and refused to let P stay; P sued and d moved to say that the K was not valid via SOF; issue of whether damages can be given even when the K violated the SOF
Rule- usually damages cant be recovered for violation of a K that was not written down and was within SOF BUT there are exceptions
1. When a person has rendered services during the kife of another,under the promise that the person rendering that service will get a legacy upon the death of the person they served, if that K was made w/in the SOF and it was verbal and not written down, they may be reasonably compensated
- A vendee of land under a parol K is entitled to recover any portion of the purchase money he paid, and is alos entitled to compensation for improvements
- (the one applied in this case) if the defendant has received some benefits from the acts of part performance by P, the law implies a promise ot pay damages
Riley v capital airlines - argument over the validity of the verbal entered into by the parties; it was a five year agreement with an option to renew to supply water methanol to D, D denies it entered into the K, and all purchase were made by purchase orders; P sued, issue of whether the SOF governed and if so, if there was partial performance of P that would allow them to still recover
as a matter of law, the SOF will void a k that has not been reduced to writing if it cant, by its terms, be performed within one year – the exceptions only apply to the part of agreement under the SOF!
What makes a writing complete under the SOF (3)
- reasonably identifies the sibject matter of the k
- indicates that it has been made between the parties
- states with reasonable certainty the essential terms of the promies of the k
