Statute of Frauds Defense + More

Question 1

What 4 contracts are within the SoF?

Answer 1

Promises to answer for the debts of another (suretyship)

Service contract not capable of being performed within a year from the time of k.

Transfers of interest is RE

Sale of goods for $500 or more

Question 2

S Store sells P paint on credit for $400. P does not pay. S sues Conviser for the $400, alleging C promised to pay for the paint. C files a motion to dismiss based on SoF.

Is C’s alleged promise within the SoF so that C has a SoF defense? Explain

Answer 2

No. There is not guarantee here.

Question 3

How does one get through the SoF barrier?

Answer 3

Produce evidence of performance or a writing.

Question 4

S Store sells P paint on credit to be used in painting Epstein’s house. P does not pay. S sues C alleging that C promised to pay for the paint if P did not pay. C files a motion to dismiss based on the SoF.

Is C’s alleged promise within the SoF so that C has a SoF defense? Explain

Answer 4

Yes. There is a guarantee here (“if P did not pay”)

Question 5

S Store sells P paint on credit to be used in painting C house. P does not pay. S sues C alleging that C promised to pay for the paint if P did not pay. C files a motion to dismiss based on the SoF.

Is C’s alleged promise within the SoF so that C has a SoF defense? Explain

Answer 5

No. Main purpose was to benefit the guarantor, so no SoF defense.

Question 6

P sues D for breach of an alleged 3-year employment k. D files a motion to dismiss based on the SoF. Is this within the SoF? Explain.

Answer 6

Yes. It would take 3 years to finish performing, so it is a service contract not capable of being performed within a year of the time of the k.

Question 7

P sues D for breach of an alleged 3-year employment k. P claims that the 3-year deal could be terminated on 30 days’ notice. D files a motion to dismiss based on the SoF. Is this within the SoF? Explain.

Answer 7

Yes. The 30-day notice is IRRELEVANT. It would take 3 years to finish performing, so it is a service contract not capable of being performed within a year of the time of the k.

Question 8

Kenny G sues Club A for breach of an alleged January 15, 2015 k to perform on December 24, 2016. Club A files a motion to dismiss based on the SoF. Is this within the SoF? Explain.

Answer 8

Yes. The date of performance was 23 months after the k, so it is a service contract not capable of being performed within a year of the time of the k.

Question 9

P claims that O agreed to employ her for a year, starting next month. Is this within the SoF? Explain.

Answer 9

Yes. It will take 13 months to complete, so it is a service contract not capable of being performed within a year of the time of the k.

Question 10

Under the SoF, capable means what?

Answer 10

Theoretically possible w/ unlimited resources.

Question 11

P claims that D hired him to cut all of the trees on D’s land. Within SoF? Explain.

Answer 11

No. Capable of happening within a year.

Question 12

P claims that D hired her to work for the rest of P’s life. P is only 21 and in good health. Within SoF? Explain.

Answer 12

No. P could die the next day. No lifetime deals are within the SoF.

Question 13

P claims that D agreed to build a house on Redacer. Is this within the SoF?

Answer 13

No. Not a transfer of interest in RE.

Question 14

P claims that D agreed to sell Reducer to P? Within SoF?

Answer 14

Yes. this is a transfer of RE interest.

Question 15

P claims that D agreed to sell a 5-year easement on Greenacre. Within SoF? Explain.

Answer 15

Yes. This is a transfer of RE interest.

Question 16

P claims D agreed to lease Reducer for 1 year. Within SoF? Explain.

Answer 16

No.

While transfers are generally within the SoF, the SoF does NOT cover leases for one year or less.

Question 17

C sues E, claiming that E agreed to sell him his 73 Caddy for $500. E files a motion to dismiss based on the SOF. Within SoF?

Answer 17

Yes. Sale of goods for $500 or more

Question 18

C sues E, claiming that E agreed to sell him his 73 Caddy for $400. E files a motion to dismiss based on the SOF. Within SoF?

Answer 18

No. Not a sale of goods for $500 or more.

Question 19

True or False: The SoF can be satisfied by performance.

Answer 19

True

Question 20

In transfer of real estate, the SoF be satisfied by partial performance if which two of the following three elements exist?

Answer 20

Improvements to the land

Payment

Possession

Question 21

B claims that S orally agreed to sell BA to B for $10k. When S refused to deed BA to B, B sues for breach.

S asserts a SoF defense. B is in possession of BA and made improvements. Does S have a SoF defense?

Answer 21

No. 2/3

Improvements to the land x

Payment

Possession x

Question 22

B claims that S orally agreed to sell BA to B for $10k. When S refused to deed BA to B, B sues for breach.

S asserts a SoF defense. B has paid $10. Does S have a SoF defense?

Answer 22

Yes. 1/3

Improvements to the land

Payment x

Possession

Question 23

Full performance by which party satisfies the SoF?

Answer 23

Either

Question 24

Conviser and Ludacris agree that (i) Luda will write new review materials and (ii) Conviser will advertise the course as the Luda Mini Review for the next 5 years.

Is this agreement within the SoF?

Answer 24

Yes

Question 25

Conviser and Ludacris agree that (i) Luda will write new review materials and (ii) Conviser will advertise the course as the Luda Mini Review for the next 5 years. Luda finishes the material. Conniver continues to call the course by its original name. Luda sues Conviser for breach. Conniver asserts a SoF defense (no k, Luda is fraudulently claiming a k). Is the SoF satisfied by Luda's full performance? Explain

Answer 25

Yes Full performance by either party satisfies the SoF

Question 26

Part performance of which type of k does not satisfy the SoF?

Answer 26

Services.

Question 27

P agrees to work for D for 3 years. P works 13 months then D fires her w/o cause. P sues D for breach. D asserts a SoF defense. Is the SoF satisfied by P's working 13 months (i.e., P's part performance)?

Answer 27

No

Question 28

P agrees to work for D for 3 years. P works 13 months then D fires her w/o cause. P sues D for breach. D asserts a SoF defense. Can P recover under k law for the 13 months of work she has done? Explain

Answer 28

No. There is no legally enforceable agreement.

Question 29

P agrees to work for D for 3 years. P works 13 months then D fires her w/o cause. P sues D for breach. D asserts a SoF defense. Can P recover under any theory? If yes, which one? If no, why not?

Answer 29

Yes, under quasi contract.

Question 30

What is true of a seller's part performance of a contract for the sale of goods (as far as satisfaction is concerned)?

Answer 30

A seller's part performance satisfies the SOF, but only to the extend of the performance.

Question 31

When purchase price appears in a question for the sale of goods, for what two reasons is it being included?

Answer 31

SOF Damages

Question 32

S orally agrees to sell 2k sacks of grits to B for $10k S delivers 600 sacks. S sues B for payment for the 600 sacks that have been delivered. Does B have a SOF defense? Explain.

Answer 32

No. SOF is satisfied. A seller's part performance satisfies the SOF, but only to the extend of the performance.

Question 33

S orally agrees to sell 2k sacks of grits to B for $10k S delivers 600 sacks. B sues S for failure to deliver the remaining 1400 sacks. S asserts a SOF defense. Does S have a valid defense? Explain.

Answer 33

Yes. B has no objective proof that S owes more sacks. The k was oral.

Question 34

If the k is for the sale of goods that are to be specially manufactured, then the SOF is satisfied as soon as the seller make a . . . .

Answer 34

Substantial beginning.

Question 35

If the k is for the sale of goods that are to be specially manufactured, then the SOF is satisfied as soon as the seller make a substantial beginning. What does this mean?

Answer 35

The seller has done enough work that it is clear that what she is working on is specially manufactured (i.e., custom made or MTO).

Question 36

S sues B alleging B breached a k for a $500 pair of cowboy boots by telling S, after S had made a "substantial beginning" that she did not want the boots. B asserts a SOF defense. Does B have a valid defense? Explain.

Answer 36

No. S made a substantial beginning. S has proof of part performance.

Question 37

What do we need to satisfy the SOF? (2)

Answer 37

A writing or some other objective proof.

Question 38

"Your offfer of January 15 is hereby accepted." S/Rust Cohle. Does this writing satisfy the SOF? Explain

Answer 38

No. It doesn't meet the "all material terms" test. We are unable to determine the parties or the subject matter.

Question 39

When looking to see if a writing satisfies the SOF, what test do we use?

Answer 39

All Material Terms test

Question 40

In order to satisfy the All Material Terms test, who must sign?

Answer 40

The Defendant

Question 41

Barbri hereby agrees to employ A as lecturer for 3 years at 12k a year. S/Mike Sims, CEO Barbri wrongfully dismisses A. A sues for breach. Barbara asserts a SOF defense. Did the writing satisfy the SOF so that Barbri does not have a SOF defense? Explain.

Answer 41

Yes. All material terms present + signed by the defendant

Question 42

Barbri hereby agrees to employ A as lecturer for 3 years at 12k a year. S/Mike Sims, CEO A leaves after one year. Barbri sues for breach. A asserts a SOF defense. Did the writing satisfy the SOF so that A does not have a SOF defense? Explain.

Answer 42

No. The writing must be signed by D--here, A.

Question 43

Does the All Material Terms test apply under Article 2?

Answer 43

No

Question 44

Under the UCC, what must a writing do to satisfy the SOF? Must it be signed by the D?

Answer 44

Simply indicate that there is a k for the sale of goods and contain the quantity. Ordinarily must be signed by D UNLESS the transaction is between two merchants when there is a delay in response.

Question 45

S sues B for breach of an alleged k to buy grits for $500. The only writing is the following: I agree to buy 100 pounds of grits. S/B. Does the writing satisfy the SOF? Explain.

Answer 45

Yes. This writing indicates that there is a k for the sale of goods and contain the quantity. It is signed by the D. Under the UCC, it doesn't matter what the price is.

Question 46

S, a grits distributor, receives the following fax from B, a grits store: As we agreed during our phone conversation today, you will be sending me 200 sacks of grits. S/B. S does not respond. S never sends the grits. B sues S for breach. S asserts a SOF defense. Has the SOF been satisfied even though S did not sign anything? Explain.

Answer 46

Yes, SOF is satisfied here. Since both parties are merchants, S's failure to respond negates the need for the defendant to sign.

Question 47

True of False. If D asserting a SOF defense admits in a pleading or testimony that he had entered into an agreement with the plaintiff, the SOF is satisfied.

Answer 47

True

Question 48

True or False: The plaintiff's reliance on D's oral promise to put the agreement in writing cannot estop D from asserting a SOF defense?

Answer 48

False

Question 49

When must a party submit written proof of authorization to enter into a k for someone else? What do we say the requirement is called

Answer 49

If the k to be signed is within the SOF. The requirement is called "equal dignity." The authorization must be of EQUAL DIGNITY with the k.

Question 50

L sues SS for breach of a 1 year lease that Epstein signed, claiming that he was authorized to act on SS's behalf. SS files a motion for SJ asserting that the law requires written evidence of Epstein's authority. Does k law require written evidence of Epstein's authority to act on behalf of SS? Explain.

Answer 50

No. This is a one year apartment lease, so not within the SOF. Thus, the k does not have to be signed. No written evidence of authority is needed.

Question 51

L sues SS for breach of a 2 year lease that Epstein signed, claiming that he was authorized to act on SS's behalf. SS files a motion for SJ asserting that the law requires written evidence of Epstein's authority. Does k law require written evidence of Epstein's authority to act on behalf of SS? Explain.

Answer 51

Yes. This k is within the SOF, so written evidence of authority is needed. (2 year lease within SOF)

Question 52

When do we need written proof of k modification?

Answer 52

When the alleged change would be within the SOF.

Question 53

T leases a building from L for 1 year. L claims they later agreed to increase the term to 3 years. Does k law require written evidence of the alleged mod? Explain.

Answer 53

Yes. The modified term brings the k within the SOF, so we need written evidence.

Question 54

T leases a building to L for 3 years. T claims that they agreed to reduce the duration to 1 year. Does k law require written evidence of the alleged mod? Explain.

Answer 54

No. Modified term is not within the SOF, so no written evidence needed.

Question 55

C contracts to buy 600 bottles of Thunderbird wine from E for $600. C later claims that they agreed to modify the k to reduce the price to $2. Does k law require written evidence of the alleged mod? Explain.

Answer 55

No. The modified term is no longer within the SOF, despite the ridiculousness of the decrease.

Question 56

Under CL, contract provisions requiring that all modifications be in writing are/aren't effective.

Answer 56

Aren't

Question 57

R employs E for 11 months. They sign a k. It provides that all mods must be in writing. E claims that they later agreed to reduce the term to 10 months. R alleges that there was no such later agreement. Is a writing required as a matter of law? Explain

Answer 57

No. Under CL, k provisions requiring that all mods be in writing are NOT effective.

Question 58

R employs E for 11 months. They sign a k. It provides that all mods must be in writing. E claims that they later agreed to reduce the term to 24 months. R alleges that there was no such later agreement. Is a writing required as a matter of law? Explain

Answer 58

Yes. Mod comes within the SOF, so a writing is needed.

Question 59

Under the UCC, contract provisions requiring that all mods be in writing are/aren't effective.

Answer 59

Are UNLESS waived.

Question 60

E sells his Caddy to C for $400. They sign a k providing that all mods must be writing. E claims that they later agreed to raise the price to $499. C refuses to pay $499. Is a writing required as a matter of law? Explain.

Answer 60

Yes. Under the UCC, contract provisions requiring that all mods be in writing are effective unless waived. No waiver here.

Question 61

Is a k enforceable that contains illegal subject matte?

Answer 61

No

Question 62

If the subject matter of a k is illegal, when can the agreement be enforceable?

Answer 62

If the plaintiff did not have reason to know of D's illegal purpose.

Question 63

D contracts with Delta for a nonrefundable plane ticket to fly from Miami to Chicago in order to kill Conviser. If Dexter does not pay for the ticket, can Delta recover from Dexter for breach? Explain.

Answer 63

Yes. The subject matter is simply flying. Delta did not know of Dexter's illegal intent.

Question 64

Can courts refuse to enforce a k on public policy grounds?

Answer 64

Yes

Question 65

A k exempts a party from intentional or reckless conduct. How can the court shoot down?

Answer 65

Public policy grounds.

Question 66

A k contains a covenant not to compete. It lacks a reasonable need or reasonable time and place limits? Enforceable?

Answer 66

No, void on public policy grounds.

Question 67

What five elements are usually needed to void a contract due to misrepresentation?

Answer 67

A statement of "fact" before the k By one of the contracting parties That is false That is fraudulent or material AND Induces the k.

Question 68

S tells B that Redacre has no environmental problems. S honestly believes what she said to be true, but Redacre has a lot of environmental problems. B agrees to buy Redacre in reliance on S's representation. Can B rescind? Explain.

Answer 68

Yes. No wrongdoing is required for material misrepresentations. All elements of misrepresentation are present. A statement of "fact" before the k By one of the contracting parties That is false That is fraudulent or material AND Induces the k.

Question 69

Does a person making a k have a duty to disclose what he knows? Any exceptions?

Answer 69

No If one party has a fiduciary-like relationship to another party, then must disclose.

Question 70

Does a person making a k have a duty to refrain from concealment?

Answer 70

Yes.

Question 71

S sells his horse, X, to B. S knew that Mr. Ed was lame but did not tell B. Can B rescind? Explain

Answer 71

No. Nondisclosure don't matter. This is not considered concealment.

Question 72

What are the elements of economic duress?

Answer 72

A bad guy making improper threats (usually threat to breach a k) A vulnerable guy with no reasonable alternative but to succumb to the bad guy's threats.

Question 73

D has a k to sell 1k pounds of kosher grits to P for Chanukah sales in 2015 for $2k. D refuses to perform this k until P agrees to pay $2.5k instead of $2k. P has no other source of kosher grits, so he agrees in writing to pay $2.5k. D delivers. Can P get out of the agreement to pay the additional $500? Explain.

Answer 73

Yes. This is a classic example of economic duress. D threatened to breach and P has no other reasonable alternative.

Question 74

What do we look for in undue influence situations?

Answer 74

A special relationship between the parties AND improper persuasion of the weaker party.

Question 75

What are the two basic tests for unconscionability? Which is procedural and which is substantive?

Answer 75

Unfair surprise (procedural) Oppressive terms (substantive)

Question 76

When do the unconscionability tests apply? i.e., what point in time do they look at?

Answer 76

At the time the agreement was made.

Question 77

B and S contract for cotton to be delivered on the Peerless. B intends the October Peerless; S intends the December Peerless. Neither B nor S knows that there are two ships with the name Peerless. Can S enforce an agreement to buy the cotton on the December Peerless? Explain

Answer 77

No. There is ambiguity as to a material term, each party attached a different meaning to that term, and neither had reason to know that the term was open to at least two reasonable interpretations.

Question 78

When can ambiguity in the words of agreement operate to void the deal? (3 elements)

Answer 78

There is ambiguity as to a material term (two or more reasonable interpretations) Each party attached a different meaning to that term, and neither had reason to know that the term was open to at least two reasonable interpretations.

Question 79

B and S contract for cotton to be delivered on the Peerless. B intends the October Peerless; S intends the December Peerless. B knows that there are two ships with the name Peerless, but S is in the dark. Can S enforce an agreement to buy the cotton on the December Peerless? Explain

Answer 79

Yes. When one party knows that the term is open to at least two reasonable interpretations and does not cure the ambiguity, then there is a k under the terms as understood by the unknowing party.

Question 80

Relief for mutual mistake is only available IF . . . (4)

Answer 80

Both parties are indeed mistaken about a fact The fact is an EXISTING fact The fact is material AND The person seeking relief does not bear the risk of mistake.

Question 81

S and B k for the sale of a cow. The bill of sale provides "sale of barren cow for $80." Cow turned out to be fertile and S refuses to deliver Cow. When B sues for breach, S asserts a mistake defense. Is there a mistake so that the k can be voided by S? Explain.

Answer 81

No. S could have had a vet examine the Cow and the vet would have been able to determine that the Cow was not barren. Thus, S bears the risk of mistake here. No mistake defense.

Question 82

For unilateral contracts, there will be relief for mistake only in situations in which the other party . . . What is this called?

Answer 82

Had reason to know of the mistake This is called a "palpable mistake."

Question 83

BRI gets bids from ten vendors for new hoodies. Nine of the bids were for more than $100k. The other bid by X which BRI received was for $30k because X made a clerical error. Can X rescind the k because of its unilateral mistake? Explain.

Answer 83

Yes. BRI had reason to know of this "palpable mistake." $30 was unreasonably low. Apply the palpable mistake doctrine for unilateral contracts.