Ba-18: Chapter 12

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Parol

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The parol evidence rule states that parol (oral or verbal) testimony ordinarily is not admissible to add to, alter, or vary the terms of a written agreement. In certain situations it is admissible to clear up ambiguities. For example even a relatively simple word like 10 maybe ambiguous we could construe a ton as a large ton which is 2240 lb or a metric ton which is 2204 or we could still interpret this as a short time which is 2000 lb.

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Perjuries

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False statements made under oath during court proceedings

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Statute of frauds

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Certain categories of contracts must be evidenced by one or more writing to be enforceable the writing provides evidence that the parties actually entered the contract and avoids the issue of perjuries

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Elements of contract

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Agreement, consideration, capacity, consent, and legality. One more important element discussed in this chapter of contract law is, form.

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What is the original name of the statute of frauds

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An act for the prevention of frauds and perjuries passed by the English parliament in 1677. Statute of frogs is misleading because it deals with the prevention of perjuries and frogs not in the act of fraud itself. And deals with the enforceable this of certain classes of contracts that must be in writing

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Uniform Commercial Code added what additional categories

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5 historic categories

One. Contracts to answer for the debt of another if the person so defaults.

Two. Contracts of executors and administrators to pay estate debts.

Three. Contracts for interest in land.

4. Contracts not capable of being performed within one year.

Five. Contracts made in consideration of marriage.

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Collateral contracts , also called Secondary contract or guarantee contracts.

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A person that is liable secondarily that is, liable only in the event someone else default. Typically involve three persons, the debtor, the Creditor, and the third party who generally is called a guarantor.

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Creditor

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Or the promisee

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Debtor

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The original promisor

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Guarantor

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One who makes a collateral promise to answer for the payment of a debt or the performance of an obligation if the original promise or fails to make payment or to perform.

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Intent of the parties

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Determines whether a three-party transaction involves a collateral contract, which must be in writing to be enforceable, or an original contract, which may be enforceable even if oral.

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Leading object or main purpose exception

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An exception to the rule that a collateral contract must be in writing to be enforceable. When the third party agrees to Reliable chiefly for the purpose of obtaining a personal economic benefit the second promise, even if oral will be recognized as an exception to the rule. Economic benefit can be either in the creation of the debt or its payment. Depends on the intention of the guarantor.

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Executor

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Persons appointed in a will buy the testator to handle the estate

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Administrators

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Persons appointed by the court to handle the estate

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Mortgages

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Liens against real property as Securities for loans or debts

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Lease

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Contracts that Grant the right to use an occupied Realty

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Easements

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Limited rights to use and enjoy the land of another

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Sales agreements transferring mineral rights and, standing Timber and or building attached to the land

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Contracts for interest in land. This along with mortgages leases and easements all must be in writing to be enforceable

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Doctrine of part performance

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An oral contract for the sale of land if the purchaser pays part of the purchase price and with the seller's consent the purchaser takes possession of the land and makes value improvements to it. This Equitable remedy is called the doctrine of part performance. It is necessary to enforce the contract to avoid the unjust enrichment of the seller.

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Contracts not capable of being performed within one year

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Contracts that are not to be performed within one year or a contract that cannot possibly be performed within one year from the date of making the agreement. Must be in writing

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Antenuptial agreements also called premarital or prenuptial agreements

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Contracts made in consideration of marriage. Promises to pay money or to transfer property and consideration of a promise to marry must be in writing under the statute of frauds. An agreement which couples enter into before marriage and which spell out the disposition of the property when the marriage Ends by death or divorce. This does not apply to promises were two people become engaged and promised to marry one another.

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statute of Frauds under the Uniform Commercial Code

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Provisions include

The sale of goods priced at $500 or more.

The least of goods were the contract price is $1,000 or more.

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Goods

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Movable, personal property it includes produce. Exceptions to the writing requirement are the goods are specially manufactured for the buyer and are not suitable for sales to any others in the ordinary course of the seller's business or to the Meyer makes a partial payment or a partial acceptance although the contract will be enforced only for the portions of goods paid for or accepted or three the party being sued admits in court the contract was made for a certain quantity of goods

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Merchants

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Defined by the UCC as a person who deals in Goods of this kind otherwise through his or her occupation holds himself or herself out as having knowledge or skill particular to the practice of goods involved in the transaction

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Record

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A record includes electronic communication such as email. The UCC section 2 - 201 states that a merchant who receives a record of a confirmation for example this is to confirm our sale to you a 5000 bushels of apples, number to grade, at a dollar 25 of bushels, delivered Tuesday cellar from another Merchant and does not use a record to inject to the confirmation within 10 days is bound to the contract

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In writing must take the form of

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Letters, telegrams, receipts, emails, or memoranda. The writing must at minimum identify the party's fig remit, identify the subject matter of the agreement, sell out all material terms and conditions of the agreement, and being signed at least by the party being sued.

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Signature

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Defined as any Mark, symbol, or device used with the present intent to authenticate a writing. A signature by an authorized agent will also be sufficient.

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Signature

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Defined as any Mark, symbol, or device used with the present intent to authenticate a writing. A signature by an authorized agent will also be sufficient.

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Electronic signature

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The uniform electronic transaction Act, ueta, is that electronic records electronic signatures in a contract that result from such transaction should be treated as equivalent to paper contracts. Defines an electric signature as an electric sound symbol or process attached to or logically associated with a record and execute or adopted by a person with the intent to sign the record. Electronic signature includes PIN numbers, passwords, clicking on the box labeled I agree, and encryption devices to name a few

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Meeting of the minds

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Judicial interpretation. Meeting of the minds of the parties to the contract. This is one of the Essential Elements of contract that the parties must have indicated by their words or conduct and attention to agree about some matters sometimes two parties do not express their intentions accurately with the complete detail

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Interpretation

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Is used to determine the meaning of the words and actions of the parties. The court is to choose the most consistent with the expectations every reasonable person in the same circumstances. Unreasonable expectations will not be protected

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Reasonable person

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See previous chapter definition

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Printed words

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Printed words of the words printed or pre printed on a form contract. Tides word should be given effect over printed terms and that handwritten terms should Prevail over both typed and printed words

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Rules of interpretation or Construction

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Supplement the appropriate standard of interpretation, General usage or limited usage, courts also use rules of interpretation also called rules of construction. In Most states no one rule is confuse conclusive. Authorities disagree as to the relative importance of these AIDS to interpretation

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Parol evidence

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Let's role-play some parties have a written contract. Once there's a written contract all previous oral agreements merge into the writing and the written contract cannot be modified or Changed by parol evidence. When the parties to the contract reducer agreement to a writing within 10th that embody the full and final expression of their bargain a totally integrated contract, no other Expressions written or oral made prior to or contemporaneous with the writings are admissible in court.

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Totally integrated contract

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When the parties to a contract reducer agreement to a riding with the intent that it embody the full and final expression of their bargain. No other expression written or oral made prior to the contemporaneous with the writings are admissible in court. I totally integrated contract is one that represents the party's final and complete statement of their agreement such a contract can neither be contradicted nor added to buy evidence of Prior agreements or expression the law of sooms that the writing supersedes the term set out earlier in preliminary negotiations

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Partially integrated contract

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A partially integrated contract, parol evidence can be used to 1 explain or Define the terms used in the writing or two to include consistently additional terms to the writing terms in determining the complete contractual agreement.

All she said was is a writing is intended to be the final statement of the parties agreement but is incomplete it is a partially integrated contract

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Face of instrument test

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Where the court examines the four corners of the writing to determine if the parties intended the document to be totally integrated

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All relevant evidence test

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Were the court reviews the document and extrinsic evidence to determine if the parties intended a total integration

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Integration or merge clauses

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These Clauses the parties declare that the writing is the full and final expression of all terms and agreements. Courts will then interpret the contract as totally integrated unless the party can show that the merge Clause was introduced by fraud or mistake

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Exceptions to the parol evidence rule

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Sham, forgery, failure of consideration, or failure of a condition

Fraud, duress, or mistake.

The parties had a condition precedent to the agreement, a certain act or event that must occur before the other party has a duty to perform or before a contract exists. A condition precedent only if this evidence does not contradict the writing terms of the contract

The party's meaning when the contract is ambiguous.

The meaning of any special words used by the parties, such as the meanings that derive from Custom or usage and an industry.

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Usage of trade

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A regular practice in the trade

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Course of dealing

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Previous conduct of the parties and their performance and prior contracts

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Course of performance

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Previous contact of the parties and their performance of this contract

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Condition precedent

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A certain act or event that must occur before the other party has a duty to perform or before a contrast exist

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Summary

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Under the common law statutes of fraud certain types of contracts must be evidence by one or more writing to be enforceable. These include, one collateral contracts, two Promises of executors and administers to pay decedent's debts from their personal assets, three contracts of the sale or transfer of interest in land, for contracts not to be performed within one year from the date of their making and five promises made in consideration of marriage.

The UCC also has statues of frauds Provisions including the sale of goods priced at $500 or more and the lease of goods were the price is $1,000 or more.

The common law and the UCC statute of frauds require very little in the way of memorandum or signature.

Ueta and e-sign recognize electronic writings and signatures as satisfying the statute of frauds.

Interpretation is the process of determining the meaning of the contract based on the party's word and other manifestations of intent., the meaning that a reasonable person who was aware of the alternative meaning and the circumstances would attach to the agreement. Instead the court May apply the standard of limited, the meaning given to language and a particular Locale.

I totally integrated contract represents a Bernese final and complete statement of their agreement. It cannot be contradicted.

A partially integrated contract is intended to be the party's final statement but is incomplete. It may be supplemented with consistent additional terms.

The parol evidence rule states that rule evidence is not admissible to alter add to or vary the terms of a totally integrated written contract. There are exceptions to the parol evidence rule.

I totally integrated contract represents a Bernese final and complete statement of their agreement. It cannot be contradicted. A partially integrated contract is intended to be the party's final statement but is incomplete. It may be supplemented with consistent additional terms.The parol evidence rule states that rule evidence is not admissible to alter add to or vary the terms of a totally integrated written contract. There are exceptions to the parol evidence rule.Parol evidence is generally admissible to show 1 sham, forgery, failure of consideration, or failure of a condition, two fraud, duress, or mistake, 3 that the parties have a condition precedent to the agreement, for that the party is meant when the contract is ambiguous, and five the meaning of any special words used by the party such as the meanings that derive from Custom or usage in the industry.

Parol evidence is generally admissible to show 1 sham, forgery, failure of consideration, or failure of a condition, two fraud, duress, or mistake, 3 that the parties have a condition precedent to the agreement, for that the party is meant when the contract is ambiguous, and five the meaning of any special words used by the party such as the meanings that derive from Custom or usage in the industry.