Flashcards in Contracts - Statute of Frauds & Records Deck (17):
Define the "fully integrated contract."
Contract that is complete, final, and unambiguous.
Describe the exception to the written requirement for contracts involving an interest in realty.
If a performance is such that the parties cannot be returned to the status quo, the exception is applicable.
What is required under the UCC for modification of a contract?
The parties agree to the modification (although not required to do so; it is their choice), but additional consideration is not required.
Describe the UCC performance exception to the requirement of a record.
If the buyer takes possession or makes a payment accepted by the seller, Statute of Frauds is removed at least for the part possessed or paid for. If the seller accepts payment for the goods, at least for the amount reflected in that payment.
Describe the one-year rule under the statute of frauds.
Any contract objectively impossible to perform within one year from the date of contract formation (date of acceptance) without breaching the terms, must be in writing or have written evidence of it to be enforceable.
List the exceptions to the parol evidence rule.
1.Defenses to formation (misrepresentation, mistake, duress);
3.Ambiguities (because contract is not fully integrated);
4.Incomplete contract (because contract is not fully integrated).
List the minimum requirements for a valid writing or record of a contract.
1.Identity of the parties;
2.Subject matter (quantity if more than one);
3.Signature (authentication) by party against whom you want enforcement).
List the contracts that must be in writing or on record to be enforceable.
1.Contracts involving real property sales, transfers, listing, and leases longer than one year;
2.Contracts to pay the debt of another;
3.Contracts that cannot be performed within one year;
4.Contracts for the sale of goods for $500 or more.
Against whom are ambiguities construed?
Against the party who drafted the contract.
To what types of contracts to which the parol evidence rule applies.
Final, complete, and unambiguous contracts (fully integrated contracts).
List the situations in which the partial performance exception for real property agreements apply.
1.Buyer has made a payment;
2.Buyer has taken possession;
3.Buyer has made improvements.
What is required for modification of a contract under common law?
Define the "merchant's confirmation memorandum."
A Uniform Commercial Code (UCC) provision that allows one merchant to bind another based on an oral agreement with one signature. For example, if two merchants have underlying oral agreement and one merchant sends the other a fax, letter, or e-mail that confirms the terms of the oral agreements, the contract is enforceable even though only sign/authenticated by one party. The contract is enforceable against both parties.
Define the "parol evidence rule."
A fully-integrated contract clearly written cannot be contradicted, varied, or altered by evidence of the parties' prior negotiations, agreements, or contemporaneous oral agreements.
Describe the general rule about contracts that involve an interest in real property.
Any contract involving an interest in realty to be enforceable must be in writing or have written evidence thereof, or an applicable exception.
Describe a situation in which the special-ordered goods exception would apply.
Condition in which the seller has substantially begun performance or has made an irrevocable commitment to do so before the buyer cancels the contract.