Statute of Frauds
What does the Statute of Frauds require?
That certain contracts be evidenced by writing to be enforceable.
True or False
If a merchant does not object in a timely manner, they will be bound to the contract.
True, it satisfies the need for a record
Name the most common standard of interpretation
General usage
What is the Parol Evidence Rule?
Rule stating that parol (oral or verbal) evidence cannot modify or change the terms of a written agreement
True or False
An email is not valid written evidence of a contract even if it has all of the requirements.
False: The writing may take the form of letters, telegrams, receipts, or e-mails.
Contracts that cannot be performed in _______ year(s) have to be in writing.
Does a contract promising to do something for the rest of someone’s life have to be in writing?
1
No because they can die within a year
The Uniform Commercial Code defines goods as
Movable, personal property
The standard of __________ is the meaning given to language in a particular locale
Limited usage
What is declared in integration/merger clauses?
The parties declare that the writing is the full and final expression of all the terms in the agreement.
Name and explain at least two of the minimum requirements for a writing
1) identify the parties to the agreement
(2) identify the subject matter of the agreement
(3) set out all material terms and conditions of the agreement
(4) be signed, at least by the party being sued.
Name and explain the 5 contracts that must be written according to the Statute of Frauds.
1. Collateral agreements 2. Contracts of executors and administrators to pay estate debt 3. Interests in land 4. Contracts that can’t be performed within one year 5. Pre-nuptial contracts and contracts to marry
What are the two provisions of the UCC Statute of Frauds?
Sale of Goods priced at $500 or more
Lease of goods where contract price is $1,000 or more
Those two must be in writing.
When is judicial interpretation necessary?
When the language of the agreement is confusing or ambiguous
What is the difference between a totally integrated contract and a partially integrated contract?
Integrated - final and complete, nothing can be added to it
Partially Integrated - intended to be final, but it's not yet complete, can be supplemented by additional evidence
Do both parties have to sign the contract? Why or why not?
No, as long as the party being sued signed it, it will be valid.
Explain an exception to the Statute of Frauds that would result in an oral agreement being enforceable
Doctrine of Past Performance - oral contract for sale of land will be enforced if purchaser pays part of the purchase price and makes valuable improvements to the land.
Name the exceptions to parol evidence under the UCC
1. course of dealing - previous conduct of the parties in their performance in prior contracts
2. usage of trade - a regular practice in the trade
3. course of performance - previous conduct of the parties in their performance of this contract
When a court is in doubt of how to interpret a contract, what will it do?
Follow the interpretation placed on the agreement by the parties themselves
Name and explain one exception to the Parol Evidence Rule
Partially integrated contracts
Sham, forgery, failure of consideration, or failure of a condition.
Fraud, duress, or mistake.
Ambiguous contract
Give examples of what would satisfy the signature requirement
anything the parties intend as a signature
stamped signatures, initials, or stationery letterheads