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19 Cards in this Set
- Front
- Back
Compliance and enforcability
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failure to comply with the statue of frauds will render a contract uneforceable
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R2-K statute of frauds
REQUIRED CONTRACTS |
"a contract of an executor to answer for a duty of his decedent
a contract to answer for the duty of another a conract made upon consideration of marriage a contract for the sale of an interest in land a contract that is not to be perfromed within one year of the making of the contract Contracts for the sale of goods involving a price of $500 or more (in amended UCC 2-201(1)- $5000 or more) Contract in which one party becomes a surety (acts as a guarantor) for another’s debt or obligation" |
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Testamentary dispositions
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Some contracts require a written testament to accompany it, others require witnesses
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Steps for determining if the issue is one that the SOF applies
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1)"is it within the statute?
2)is the statute of frauds satisfied? (written statement?) 3)if no to #2, are there other factors that might invoke an exception to the statutory bar?" |
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Does a paper have to be intended to evidence a contract?
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NO, it is enough to meet the statute’s demands to be signed with intent to authenitcate the information contained. The writings have to contain all the essential terms of a contract
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Must the memo be in one paper?
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"no it... it can be pieced together from separate writings. If there is only a signing of some documents and not in others, there must be a sufficient connection permitting the papers to be considered as part of the memo
many courts require the signed documents to refer to the same subject matter or transaction" |
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Parol evidence and the determination of SOF
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serves to connect the separate documents and to show that there is assent to the contents of a memo that is unsigned. Testimony has to convincingly connect the papers... (think oral evidence... take the P off parol)
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One year clause
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"if a contract is not performed in one year, it must be made in writing
This will not apply if it is POSSIBLE to be performed in a year, even if the prospect of that performance is remote" 3. Just because contract can be ended within year does not remove contract from statute requirement a. If a party has the power to terminate within 1 year, can get around statute of frauds i. IE contract for 5 years can get around statute if provision for termination within 30 days’ notice to other party |
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What is a signature?
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"broad findings
preprinted wording on memos with a corporate logo and a “from the desk of” could serve as signature, memo written on crayon could be, etc" |
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Promissory estoppel instead of Statute of Frauds
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"only when injustice can be only avoided by enforcing the promise
look at - availability of other remedies definite and substantial character of the action in relation to remedy sought extent to which action corroborates evidence of making and terms of promise, or making and terms established by clear and convincing evidence reasonableness of the action extent to which the action or forbearance was foreseeable by the promisor" |
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Analysis of these issues for exam
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"what law applies? (Common law, UCC, CISG)
Is there a contract? Is there an authority to make a promise? Is there consideration? Does the Statute of Frauds apply? What about promissory estoppel? Restitution theories?" |
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R2-K CONSIDERATION
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"a performance or return promise must be barained for
performance is bargained for if it is sought by the promisor in exchange for his promise and is given in exchenge of that promise performance can be an act, forbearance, or creation, modification, or destruction of a legal relation performance may be given to promisor or another person" |
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Admission of an agreement in court
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Takes away the defense of the statute of frauds
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Does a check that is unsigned on the back satisfy the SOF under the UCC?
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No it does not...there has to be some form of agreement by both parties. Otherwise I could just deliver a check to anyone and say i paid for the item
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UCC Writing Requirement for SOF
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"is a bare minimum... the writing indicates a contract for sale as been made.
A term agreed upon (the money owed) can be omitted in the memo and the agreement can still go forward as a contract." |
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Limits of the UCC Writing requirement
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the enforcement is limited to the quantity shown in the writing (but can be interpreted broadly)
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Specially manufactured goods
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if a good is manufactured to a client’s specifications, and not sold in normal course of business, the ere is an exception to the statute of frauds
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CISG and SOF
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Has no formal writing requirements... a contract does not need to even be written and can be proved by witnesses.
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Confirmation exception and merchants
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"if one merchant sends a writing sufficient to satisfy the statute of frauds to another merchant, the merchant has reason to know the ccontents of the sent confirmation and the reciever does not object to the confirmation with in 10 days, the confirmation is good to satisfy the statute as to both parties
The receiving merchant does NOT have to sign to confirm To preserve the statute of frauds defense, one must raise a WRITTEN objection as a merchant" |