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Flashcards in Statute of Frauds Deck (35):
1

If a contract is governed by the Statute of Frauds, then

the contract must be evidenced by a writing + Signed by party against whom enforcement is sought

2

Who has a Statute of Frauds defense?

A party who does not sign a contract that is governed by the statute of frauds

3

To analyze Statute of Frauds issues, ask the following three questions in order

1. Does statute of frauds apply; 2. Is the statute of frauds satisfied; 3. Is alternative enforcement available

4

6 Statue of Frauds Categories

(1) Marriage (2) Contracts Not to Be Performed within a Year (3) Land Interest (4) Executor (contracts for executor or administrator to answer for the duty of decedent) (5) Guarantee or Suretyship (co-signing someone’s debt) (6) Contracts for the sale of goods at a total price > $500

5

The year at issue under the one-year provision is measured from

The date of making the contract → will the performance conclude within a year of making the contract?

6

Question to ask when examining under the one-year provision

will the performance conclude within a year of making the contract?

7

If it is possible that a contract could be performed within the year of making, what happens if it is possible but takes longer?

then not governed by statue of frauds → regardless of how long it takes to perform

8

Is a lifetime or permanent contract of employment subject to the statute of frauds?

Not governed by the one year provision because death is possible within a year

9

What type of land sale is governed by SOF?

The contract for future sale: Is governed by land provision and requires a signed writing

10

The present conveyance of land promised for money goverend by SOF?

No

11

SOF covers what kind of land interest?

Any land interest

12

A promise to answer for a debt of a third party must

be in writing under SOF

13

Exceptions to Guaranty SOF Agreements

1) When creditor discharges the original debtor on the faith that he can collect (detrimental reliance) 2)Main purpose of the guarantor is to protect his own economic interest

14

What is needed for a writing to satisfy SOF?

(a) Identity of the parties to the contract (b) Nature and subject matter of the contract (c) Essential terms of agreement: price, date, performance

15

What kind of a writing satisfies SOF?

Any memorandum with the signature of a party.

16

What is needed for a signature in SOF?

Any symbol used with intention to authenticate the writing

17

What are the essential terms of a SOF agreement that must be in the writing? (5)

1. parties 2. subject matter 3. price 4. date 5. performance

18

What is the required description for a land sale contract?

An address or metes & bounds

19

How to tack together documents for SOF? (2)

1. If all documents are signed, or if a signed document incorporates unsigned documents by reference: then, statute of frauds is satisfied or 2. there is at least one signed writing unambiguously creating a contract between parties + documents clearly refer to the same subject matter + Clear and convincing evidence of acquiescence to the unsigned documents by the party resisting enforcement

20

SOF in land contracts can be satisfied by part performance if? (3)

Part performance requires a showing of any combination 2 or all three, of the following: 1) Possession 2) Partial Payment or full payment of purchase price 3) Making substantial improvements to the property

21

SOF in contracts ≥ 1 year can be satisfied by part performance if?

The contract is fully performed

22

If SOF is not satisfied, what remedies are available to the aggrieved party? (2)

1. Restitution: The aggrieved party may recover the value of the benefits conferred 2. Promissory Estoppel: may be available for detrimental reliance (must have strong evidence of reliance)

23

5 Ways to satisfy UCC Statute of Frauds

1. a signed writing 2. Merchants Confirmation 3. In court admission 4. Partial Performance 5. Specially Manufactured goods

24

What required term is needed for UCC SOF contract?

A quantity term

25

A writing will satisfy UCC SOF if (3)

1. signed by party against who enforcement is ought 2. writing(≠ offer unless firm offer) 3. indicates a contract for sale has been made between the two parties

26

What are the exceptions for a quantity term requirement?

a) Exception #1: where there is language providing a basis for measuring quantity b) Exception #2: output or requirements contracts

27

Merchants confirmation occurs when?

two merchants enter an oral agreement and one of them sends the other a written confirmation of the agreement.

28

Requirements for a valid merchant’s confirmation (5)

1) First requirement: has to be signed and contain a quantity term 2) Second requirement: the writing is in confirmation of the contract. 3) Third requirement: must be sent within a reasonable time of formation. 4) Fourth requirement: Recipients reason to know a) Confirmation must be based upon a real agreement and actually received 5) satsified against recipient merchant if no objection within 10 days

29

How long does recipient merchant have to object to a merchant's confirmation?

10 days

30

How can an in court admission satisfy the UCC SOF?

Party admits in pleading, testimony, or otherwise in court that a contract was made 1) The contract is only enforceable: up to the quantity admitted.

31

When can partial performance satisfy the UCC SOF?

no writing + Payment from buyer → seller accepts or Seller sends goods → buyer accepts

32

When can partial performance satisfy the UCC SOF: If involving divisible goods? If involving indivisible goods?

Divisible = only up to the quantity actually delivered or paid for Indivisible = partial payment renders the contract fully enforceable

33

When can a specially manufactured goods satisfy the UCC SOF? (5)

1) the goods are to be specially manufactured for the buyer; 2) the goods are not suitable for sale to others in the ***ordinary course of seller’s business;*** 3) seller has substantially begun to manufacture, or made commitments to procure, the goods; 4) the actions undertaken to begin to manufacture or procure occurred under circumstances which reasonably indicate that the goods are for the buyer; and 5) the actions undertaken to **begin to manufacture** or procure occurred before seller received notice of buyer’s revocation.

34

A SOF defense only has what effect?

to defeat enforcement of the contract against the non-signing party -still use for claims other than breach -Still use if suing in quantum merit

35

When agreeing to cover someone else's debt, the agreement must be

covered in a writing to satisfy statute of frauds