chap 16 april 2 l201

Statute of Frauds

A legal rule requiring certain types of contracts to be evidenced by a signed writing to be enforceable in court.

MYLEG

Acronym for contracts requiring a writing: Marriage, Year, Land, Executor, Guaranty.

The One-Year Rule

A rule stating that bilateral contracts which cannot possibly be performed within 365 days of their creation must be in writing.

Possibility Test

The standard used for the 1-year rule; if performance is theoretically possible within a year (e.g., a "life" contract), no writing is required.

Collateral Contract

A three-party agreement where a guarantor promises to pay a debt only if the principal debtor defaults.

Main Purpose Rule

An exception to the guaranty rule; if the guarantor's primary motive is their own financial gain, an oral promise is enforceable.

UCC § 2-201

The rule requiring contracts for the sale of goods priced at $500 or more to be in writing.

The "Party to be Charged"

The person against whom enforcement is sought (usually the defendant); they are the only ones required to have signed the writing.

Confirmatory Memo

A UCC rule where a written confirmation between merchants becomes binding if the receiver doesn't object within 10 days.

Specially Manufactured Goods

An exception to the UCC SOF; oral contracts are enforceable if the seller has begun making custom goods that can't be resold.

Parol Evidence Rule

A rule prohibiting outside evidence (prior oral/written talk) from being used to contradict a final, written contract.

Integrated Contract

A written agreement that the parties intended to be the final and complete version of their deal.

Merger/Integration Clause

Contract language stating that the document is the "entire agreement," effectively blocking most parol evidence.

Partially Integrated

A contract that is final on some terms but not all; parol evidence can add to it but cannot contradict it.

Subsequent Agreement

A modification made after the contract was signed; these are NOT blocked by the Parol Evidence Rule.

Ambiguity Exception

Allows parol evidence to be used specifically to clarify the meaning of vague or confusing terms in a contract.

Promissory Estoppel

A "workaround" for the SOF where a court enforces an oral deal because one party reasonably relied on it to their detriment.