Contracts

Question 1

requirements to satisfy statute of frauds

Answer 1

The contract must:
(1) be in writing
(2) be signed by the party against whom enforcement is sought
(3) contain all essential terms

Note: UCC > $500 must have a memo of sale that indicates contract’s been made; parties; quantity; signed by party to be charged

Question 2

pre-existing duty rule (and exception at common law)

Answer 2

contracts for services (governed by common law) are subject to the pre-existing duty rule, which states that modifications without new consideration are unenforceable.

However, modifications without new consideration may be enforceable, even at common law, if the modification:
(i) rests on assumptions not anticipated by the parties when contract was made, and
(ii) is fair and equitable in light of circumstances

Question 3

essential contract terms

Answer 3

common law = parties, subject matter, price, quantity

UCC = parties, subject matter, quantity

Question 4

ways to satisfy statute of frauds other than a signed writing

Answer 4

— full performance

— part performance in real property (2 of 3 of payment / possession / improvements)

— UCC specially manufactured goods

— merchant’s confirmatory memo

Question 5

confirming memo

Answer 5

— both parties are merchants

— one party sends memo to other party, who should know about its contents

— signed by sender (signature or letterhead)

…if receiving party does not respond within 10 days, contract will be enforceable against receiving party even if he didn’t respond

[NOTE: merchant is construed broadly; “any businessperson”]