Written Contracts

Food for Thought

when people are in love, they say all kinds of things

The Lessee of Richardson vs. Campbell

• Lessee of Richardson (Plaintiff)

  • renting land who he thought belonged to Richardson

  • offered a deed (patent) to support his claim)

  • claimed defendants receipts were only for money paid on an adjacent track

• Campbell (defendant)

  • claimed he bought the land from Richardson

  • provided receipts as evidence he had bought the property 

  • used Thomas Penn (whose dad, William, founded the Pennsylvania colony) statements proving Campbell’s receipts were for the property

  • receipts were several years prior to plaintiffs patent

• Evidence was opposed by the Plaintiff and refused by the court

  • aka the evidence was allowed in and the defendant won 

Statute of Frauds

many agreements are unenforceable, unless it, or some memorandum of it, is in writing and signed BY THE DEFENANT

Agreements that Must be in Writing

• made in consideration of marriage

• that cannot be performed within a year

• for any interest in land

• made by an executor of an estate

• to pay the debt of another

• for the sale of goods over $500

Agreements for an Interest in Land

a contract for the sale of any interest in land must be in writing to be enforceable

Exceptions to (Agreements for an Interest in Land)

• full performance by the seller

• past performance by the buyer

Full Performance by the Seller (Land Exception)

if the seller completely performs her side of a contract for an interest in land, a court is likely to enforce the agreement, even if it was oral

Past Performance by the Seller (Land Exception)

the buyer of land may be able to enforce an oral contract if she paid part of the purchase price and either entered upon the land or made improvements to it

Browning vs. Poirier

• Browning (Plaintiff) guy

  • romantic partner with Poirier for 14 years

• Poirier (Defendant) Gal

  • romantic partner with Browning for 14 years

  • won lottery ticket and refused to share

• they made an agreement at the start of their partnership that if either of them won the lottery they would share

• 14 years later Poirier won and refused to share

• trial and appeal court agreed with Poirier

• State Supreme Court said that since at the time they could have won the lottery before the one year was up and didn’t specify a time or end the oral agreement that it was enforceable

Promise to Pay the Debt of Another (Collateral Promise)

when one person agrees to pay the debt of another as a favor to that debtor, it is called a collateral promise, and it must be in writing to be enforceable

Exception to Collateral Promise (Leading Object Rule)

when the promisor guarantees to pay the debt of another and the leading object of the promise is some benefit to the promisor himself, then the contract will be enforceable even if unwritten

Promise Made by an Executor of and Estate

an executor’s promise to use her own funds to pay a debt of the deceased must be in writing to be enforceable

Executor

the person who is in charge of an estate after someone dies 

What the Writing must contain

• must be signed by the defendant

• must state with reasonable certainty

Must be Signed by the Defendant

judges define “signature” very broadly - any mark or logo placed on a document to indicate acceptance - even an “X” will do

Must State with Reasonable Certainty

• the name of each party

• the subject matter of the agreement

• all of the essential terms and promise

Electronic Signatures in Global and National Commerce Act

declares that contracts cannot be denied enforcement simply because they are in electronic form, or signed electronically

Vagueness

will make the writing unenforceable

Incompleteness

if only part of the transaction is documented, the writing will be unenforceable 

Basic Rule (Sale of Good Over $500)

a contract for the sale of goods worth $500 or more is not enforceable unless their is some writing, signed by the defendant, indicating that the parties reached an agreement

The Merchant’s Exception (Sale of Goods Over $500)

within a reasonable time of making an oral contract, if the merchant sends a written confirmation to anther, and if the confirmation is definite enough to bind the sender herself, then the merchant who receives the confirmation will also be bound by it unless he objects in writing within 10 days

Special Circumstances Exception (Sale of Goods Over $500)

• an oral contract may be enforceable without writing if

  • the seller is specially manufacturing the goods for the buyer

  • the defendant admits in court proceedings that there was a contract

  • the goods have been delivered or they have been paid for

William J. Jenack Estate Appraisers & Auctioneers, Inc. Vs. Rabizadeh

• William J. Jenack (Plaintiff)

  • selling a 19th century Russian silver and enamel box worth around $4,000

• Rabizadeh (Defendant)

  • could not attend the auction so he submitted an “absentee bidder form” as well as listing his name, email address, telephone number, fax number, address, credit card number, and the items that he intended to bid on

  • claimed there was no contract because there was no signed writing

• box ended up going for $400,000

• Jenack recorded Rabizadeh’s winning bid on official “clearing sheet”

• Rabizedeh decided he didn’t want it anymore and refused to pay

• trial court agreed with Jenack

• appeals court agreed with Rabizedeh

• State Supreme Court agreed with trial court

Parol Evidence Rule

when two parties make an integrated contract, neither one may use parol evidence to contradict, vary, or add to its terms 

Parol Evidence

refers to anything, apart from the written contract itself, that was said, done, or written before the parties signed the agreement or as they signed it

Integrated Contract

a writing that the parties intended as the final, complete expression of their agreement

An Incomplete or Ambiguous Contract (Exception to Parol Evidence Rule) 

if a court determines that a written contract is incomplete or ambiguous, it will permit parol evidence

Fraud, Misrepresentation, or Duress (Exception to Parol Evidence Rule)

a court will permit parol evidence of fraud, misrepresentation, or duress