statute of frauds + parol evidence rule

Question 1

SoF writing requirement

Answer 1

memorandum must:
(1) be in WRITING
(2) be SIGNED by the party to be charged (i.e., any authentication that identifies the party);
(3) contain the ESSENTIAL ELEMENTS of the deal.

Question 2

what types of contracts are within the SoF? (5 - M. SOUR)

Answer 2

(1) marriage
(2) suretyship
(3) one year
(4) UCC
(5) real property K

Question 3

SoF K - marriage

Answer 3

any agreement in consideration of marriage

Question 4

SoF K - suretyship

Answer 4

K to answer for debt/duty of another

Question 5

SoF K - one year

Answer 5

K that cannot be performed within one year after K is made (performance within one year must be impossible not impractical)

Question 6

SoF K - UCC

Answer 6

when K for the sale of goods is at least $500, memo must indicate that K has been
made, identify parties, contain a quantity term, and be signed by the party to be
charged

Question 7

SoF K - UCC EXCEPTIONS

Answer 7

writing not required under UCC for:
o Specially manufactured goods,
o Part payment,
o Receipt and acceptance,
o Judicial admission, or
o Failure to object to memo within 10 days of receipt (when both parties are MERCHANTS)

Question 8

SoF K - real property K

Answer 8

applies to Ks providing for subsequent conveyances of an interest in property (subsequent acts showing existence of K may also make oral Ks for transfers of interest enforceable)

Question 9

what are the two main ways to satisfy the SoF?

Answer 9

(1) performance; OR
(2) by writing

Question 10

can partial performance on a UCC K satisfy the SoF?

Answer 10

part performance satisfies the SoF, but only for the quantity delivered and accepted

Question 11

judicial admission

Answer 11

• if a party admits under oath (such as in a deposition or in a court proceeding), the contract may then be deemed enforceable.
• this satisfies the Statute of Frauds under the UCC

Question 12

how is a service contract that cannot be performed within one year?

Answer 12

full performance of services contract BY EITHER SIDE satisfies the State of Frauds

Question 13

does part performance of a service contract satisfy the SoF for a services contract that cannot be performed within one year?

Answer 13

no

Question 14

how does a writing signed by the party against whom the contract is asserted satisfy the SoF (3)?

Answer 14

it must cover the fundamental facts:
(1) show that a contract has been made
(2) identify the parties; AND
(3) contain the essential elements of the deal

Question 15

do you need both parties signatures on the writing to satisfy the SoF?

Answer 15

no - only needs to be signed by the party against whom the contract is enforced

Question 16

does the writing have to be formally executed to satisfy the SoF?

Answer 16

no

Question 17

how is the statute of frauds satisfied regarding real estate contracts?

Answer 17

(1) a signed writing; OR
(2) part performance if ANY TWO of the following three elements are met:
- possession
- payment
- improvements to the land

Question 18

does a signed writing for a UCC K satisfy the SoF if there is no mention of price?

Answer 18

yes

Question 19

does a signed writing for a UCC K satisfy the SoF if there is no mention of price?

Answer 19

no - the writing must mention the quantity of goods sold

Question 20

what happens regarding a UCC K and the SoF if a quantity is mentioned in the writing but not if the quantity is incorrect?

Answer 20

the contract is only enforceable under the SoF for the quantity mentioned in the writing

Question 21

how does a confirming memo satisfy the SoF for a UCC K?

Answer 21

the failure to object to a confirming memo within 10 days will satisfy the SoF BUT only if BOTH parties are merchants

Question 22

SoF - contract modification

Answer 22

ask whether the deal, with the alleged modification, would be in the Statute of Frauds world
- if so, the Statute of Frauds requirements must be met for the modification;
- if not, there is no Statute of Frauds requirement, even though the initial deal was in the Statute of Frauds world

Question 23

parol evidence (P/E) rule in general

Answer 23

prevents introduction of prior extrinsic evidence that contradicts terms of written K

Question 24

P/E integration in general

Answer 24

parties intended writing to be their final agreement (P/E rule applies)

Question 25

P/E integration - total integration

Answer 25

(complete expression of all terms of parties’ agreement)—parties cannot introduce extrinsic evidence of prior/contemporaneous understandings or negotiations

Question 26

P/E integration - partial integration

Answer 26

if writing sets forth only some terms, then parties are permitted to introduce supplementary extrinsic evidence of other terms that are consistent with writing (not
contradictory)

Question 27

P/E integration - intent of the parties in general

Answer 27

determines if there is total, partial, or no integration

Question 28

P/E integration - intent of the parties: common law

Answer 28

“four corners” rule - can only look to writing itself for intent

Question 29

P/E integration - intent of the parties: second restatement

Answer 29

if an extrinsic term of agreement would naturally be omitted from a writing, then term can be introduced so long as it isn’t contradictory

Question 30

P/E integration - intent of the parties: UCC

Answer 30

assumes written K is only a partial integration and allows almost any outside terms

Question 31

when is P/E inapplicable?

Answer 31

does not apply to communications occurring after the execution of the written K and when parties are (partial list):
1. Raising a defense to formation
2. Raising a defense to enforcement
3. Proving condition precedent to existence of the K
4. Interpreting/clarifying ambiguity in K
5. UCC—supplementing even apparently unambiguous terms by evidence of trade usage or course of dealing (priority, highest to lowest: express terms, course of performance, course
of dealing, trade usage)