Statute of Frauds 2

Question 1

does common law need modifications to be written?

Answer 1

NO. It’s totally ignored.

Question 2

Under UCC, modifications in writing?

Answer 2

Effective unless waived!!!

Question 3

Illegal subject matter

Answer 3

agreement is void

Question 4

illegal purpose

Answer 4

subject matter is legal but the purpose is illegal, the agreement is enforceable only by the person who did not know of the illegal purpose

Question 5

JV contracts with Delta to get a ticket and so that he can kill Donald Trump. Enforceable?

Answer 5

YES. Legal to enforce the ticket even if the purpose is to kill someone.

Question 6

Misrepresentation

Answer 6

false assertion of fact or concealment of facts - NO REQUIREMENT OF FRAUD.

even an honest misrep matters.

Question 7

damages in misrepresentation

Answer 7

cancellation/rescision of the K

NOT ABOUT MONEY

Question 8

Duress- physical or economic

Answer 8

1. elements
   - bad guy - improper threat to breach the K
   - vulnerable guy - no reasonable alternative but have to agree

Question 9

D has a K to supply 1000 radar sets to P in 2014. D refuses to perform the K until P agree to buy 4K erector sets in 2015. P has no other source of radar sets and so agrees. D delivers the radar sets in 2014. Can P get out of the agreement in 2015?

Answer 9

YES. Economic duress.

Also - preexisting duty rule

but if it’s a sale of goods deal, you don’t have to deal with preexisting duty rule, it’s just good faith.

Question 10

Unconscionability

Answer 10

1. used to be UCC but now common law
2. empowers court to refuse to enforce all or part of an agreement
3. unfair surprise and oppressive terms
4. tested at the time of agreement
5. by the court

Question 11

What if there’s an unfair benefit 5 years later?

Answer 11

NOPE - it has to be at the time of the K.

Question 12

Ambiguity in words of the agreement

Answer 12

no k if

1. material terms that is open to at least two reasonable interpretations
2. each party attached difference meaning to the term
3. neither party knows that the other misunderstood it

Question 13

EX: S and B contract for cotton to be delivered on the Peerless. B intends the October Peerless, S intends the December Peerless – neither know of the other’s interpretation…K?

Answer 13

NO.

Question 14

EX: S and B contract for cotton to be delivered on the Peerless. B intends the October Peerless, S intends the December Peerless – S knows of the other’s interpretation…K?

Answer 14

YEs according to B’s terms because he is innocent.

Question 15

Mistake of Fact existing at the time of K

Answer 15

Mutual mistake of material fact will nullify K if

1. both parties mistake
2. basic assumption of fact
3. materially affects the agreed exchange

Question 16

Mistake of subject matter v. mistake of value

Answer 16

Subject matter - NO K

Mistake of value - K still good.

Question 17

S bought a warhol painting D thought was Warhol. It wasn’t. K?

Answer 17

NO. Mistake of material fact.

Question 18

S bought Warhol for $100 from D. They find out that it’s actually worth $1000000000. K?

Answer 18

Yup.

Question 19

Unilateral mistake of material fact

Answer 19

Gen: courts will not make an exception if you screw up

Question 20

Exceptions to unilateral mistakes

Answer 20

BUT - if the other guy SHOULD have known of the error, palpable (obvious) mistake, then you can’t be scum and take it.

OR - mistakes discovered before significant reliance by the other party.

Question 21

parol evidence

Answer 21

Rule: prohibits from incorporating evidence that does not come from the four corners of the final writing. Final writing supersedes anything else.

Question 22

Integration

Answer 22

written agreement that court finds is the final agreement, triggers the parol evidence rule

Question 23

partial integration

Answer 23

written and final, but not complete

Question 24

complete integration

Answer 24

written and final and complete.

Question 25

merger clause

Answer 25

contract clause such as “this is the complete and final agreement” - important note in the K to show it’s final

Question 26

Three tips

Answer 26

1. parol evidence is limited to the words of the parties
2. evidence can be oral OR written
3. comes BEFORE integration

Question 27

Can evidence be introduced to change any terms of the written final K?

Answer 27

NO. Parol evidence rule.

Question 28

Can evidence be introduced to show clerical error or mistake in putting the agreement into writing?

Answer 28

YES. It’s only used for the purpose of correction the agreement.

Question 29

defense to enforcement of the written deal

Answer 29

ALLOWED. Parol evidence allowed to show fraud, misrepresentation, duress.

Question 30

Can you explain a term in the written deal?

Answer 30

YES. earlier agreements can eb considered to resolve ambiguities in the written K.

Question 31

Adding to the written deal - partial v. complete

Answer 31

if complete then NO, if partial then YES.