BLaw Final LSU FRY

Rule for Statute of Frauds

Rule for Statute of Frauds

contracts within the statute of frauds must be in writing to be enforceable -BUT full credit is given to electronic contracts and signatures

Suretyship Provision: original promise:

applies to promises to pay the debts of others -promisor must be secondarily, not primarily liable

Suretyship Provision

main purpose doctrine:

if primary object is an economic benefit to surety, the promise is not within the statute -promise made to debtor not included in the suretyship provision

Executor-Administrator Provision:

applies to promises to answer personally for duties of decedents

Marriage Provision:

applies to promises made in consideration of marriage but not to mutual promises to marry

Land Contract Provision:

applies to promises to transfer any rights, privileges, powers, or immunities in real property

One-Year Provision:

applies to contracts that cannot be performed within one year -the year runs from the time the agreement is made

Full performance by one party

makes the promise of the other party enforceable under the majority view

Sale of goods:

a contract for the sales of goods for the price of $500 or more must be evidence by a writing or record to be enforceable -admission: an admission in pleadings, testimony, or whatever in court makes the contract enforceable for the quantity of goods admitted

Sale of goods contract: specially manufactured goods: delivery or payment and acceptance:

an oral contract for specially manufactured goods is enforceable -validates the contract only for the goods that have been accepted or for which payment has been accepted

Modification or rescission of frauds:

oral contracts modifying existing contracts unenforceable if the resulting contract is within the statute of frauds

General Contracts Provision: the writings or record must include: (3 things)

-specify the parties to the contract -specify the subject matter and essential terms -be signed by the party to be charged or by her agent

Sale of goods provides: Writings must: (3)

general method of compliance for all parties and an additional one for merchants -be sufficient to indicate that a contract has been made b/w two parties -be signed by the party against whom enforcement is sought or by her authorized agent -specify the quantity of goods to be sold

Written confirmation between merchants, a written confirmation that is sufficient against the recipient is also sufficient against the sender unless the recipient gives written notice of his objection within __ days

ten

Oral contract within statute of frauds is:

unenforceable

Full performance statute does not apply to:

executed contracts

Restitution is available in:

quasi contract for benefits conferred in reliance on the oral contract

Promissory Estoppel:

oral contracts will be enforced where the party seeking enforcement has reasonably and justifiably relied on the promise and the court can avoid injustice only by enforcement

Parole Evidence Rule:

when parties made a contract in writing, evidence for their prior oral or written negotiations or agreements of their contemporaneous oral agreements that vary or change the written contract are not admissible.

Situations to which the Parol Evidence Rule does not apply: (5)

-a contract that is not an integrated document -correction of a typographical error -showing that a contract was void or voidable -showing whether a condition has in fact occurred -showing a subsequent mutual rescission or modification of the contract

Supplemental Evidence may be admitted: course of dealing: usage of trade: course of performance: supplemental consistent evidence:

-previous conduct between the parties -practice engaged in by the trade or industry -conduct between the parties concerning performance of the particular contract -Supplemental consistent evidence

Rules of Interpretation: words and conduct are: a writing is interpreted:

-interpreted in light of all circumstances, and the principal purpose is given great weight -as a whole, and all writings that are part of the same transaction are interpreted together

ROI language that has a commonly accepted meaning: technical terms and words of art:

-is interpreted in accordance with that meaning -are given their technical meanings.

ROI manifestations of intention of the parties are: an interpretation that:

-interpreted as consistent with each other and with any relevant course of performance, course of dealing, or usage of trade -gives a reasonable, lawful, and effective meaning to all the terms is preferred over an interpretation that leaves a part unreasonable, unlawful, or of no effect

ROI specific terms and exact terms: separately negotiated or added terms:

-are given greater weight than general language -are given greater weight than standardized terms or other terms not separately negotiated

ROI express terms, course of performance, course of dealing, and usage of trade: where a term or promise has several possible meanings:

-are weighted in that order -it will be interpreted against the party who supplied the contract or the term.

ROI where written provisions are inconsistent with typed or printed provisions: if the amount payable is set forth in both figures and words:

-the written provision is given preference. -and the amounts differ, the words control the figures

Assignment of Rights:

the voluntary transfer to a third party of the rights arising from a contract so that the assignor's right to performance is extinguished.

Assignor: Assignee:

-party making an assignment -party whom contract rights are assigned

Obligor: Obligee:

-party owing a duty to the assignor under the original contract -party to whom a duty of performance is owed under a contract

Law Governing Assignments are found?

primarily under article 2 of the UCC

Requirements of an assignment include: but not:

intent but not consideration

Revocability of Assignment:

when the assignee gives consideration, the assignor may not revoke the assignment without the assignee's consent

Partial Assignment:

transfer of a portion of contractual rights to one or more assignees

Most contract rights are assignable, except:

ones that -materially increase the duty, risk, or burden upon the obliger -are of personal rights -are expressly forbidden by the contract -are prohibited by law

Defense of Obligor: notice is:

may be asserted against the assignee -not required but is advisable

Implied Warranty:

obligation imposed by law upon the assignor of a contract right

Express Warranty:

explicitly made contractual promise regarding contract rights transferred

Successive Assignments of the Same Right:

majority rule is that the first assignee in point of time prevails over later assignees; minority rule is that the first assignee to notify the obligor prevails

Delegation:

transfer to a third party of a contractual obligation.

Delegator: Delegatee:

-party delegating his duty to a third party -third party to whom the delegator's duty is delegated

Obligee:

party to whom a duty of performance is owed by the delegator and delegatee

Delegability: most contract duties can be delegated except:

-duties that are personal -duties that are expressly nondelegable -duties whose delegation is prohibited by statute or public policy

Even if a duty is delegated.. novation:?

delegator is still bound to perform original obligation or duty -contract to which the obligee is a party, substituting a new promisor for an existing promisor, who is consequently no longer liable on the original contract and is not liable as a delegator

Third-Party Beneficiary Contracts:

a contract where one party promises to render a performance to a third person (the beneficiary)

Intended Beneficiaries: Donee Beneficiary:

third parties intended by the two contracting parties to receive a benefit from their contract -a third party intended to receive a benefit from the contract as a gift!

Creditor Beneficiary:

a third person intended to receive a benefit from the agreement to satisfy a legal duty owed to her

An intended donee beneficiary may: An intended creditor beneficiary may:

=enforce the contract against the promisor -enforce the contract against either or both the promisor and the promisee

Vesting of Rights rule:

if the beneficiary's rights invest, the promisor and the promisee may not change the vested rights.

Incidental Beneficiary:

third party whom the two parties in the contract have no intention of benefiting by their contract and who acquires no rights under the contract

Four kinds of discharge:

1. performance by the parties

2. material breach by one or both parties

3. agreement of the parties

4. operation of law

Condition:

an event whose occurrence or nonoccurrence affects a duty or performance

Express Condition:

dependency explicitly set forth in language

Implied-in-Fact Conditions: Implied-in-Law Conditions:

-dependency understood by the parties to be part of the agreement, even though its not expressed -dependency not contained in the language of the contract but imposed by law, also called a constructive condition

Concurrent Conditions: Conditions Precedent: Condition Subsequent:

-conditions that are to take place at the same time -an event that must or must not occur before performance is due -an event that terminates the duty of performance

Tender is:

an offer by one party to perform her duty refusal to tender can discharge the duty

A Breach:

a wrongful failure to perform the terms of a contract that gives rise to a right to damages by the injured party

Material Breach:

-nonperformance that impairs the injured party's rights under contract and discharges the injured party from any further obligation under contract

Material Breach Prevention of Performance:

one party's interference with or prevention of performance by the other, constitutes a material breach and discharges the other party from the contract

Material Breach Perfect Tender Rule:

standard under the uniform commercial code that a seller's performance under a sales contract must strictly comply with contractual duties and that any deviation discharges the injured party

Substantial Performance:

performance that is incomplete but doesn't defeat the purpose of the contract, does not discharge the injured party but entitles him to DAMAGES

Anticipatory Repudiation:

an inability or refusal to perform, before performance is due, that is treat like a breach, allowing the nonrepudiating party to bring suit immediately

Unauthorized Material Alteration of a Written Contract:

a material and fraudulent alteration of a written contract by a party to the contract: discharges the whole contract.

Mutual Rescission:

both parties agree to terminate their duties under the contract

Substituted Contract:

a new contract both parties like in satisfaction of the parties' duties under the original contract

Accord: Satisfaction:

-substituted duty under a contract -the discharge of the prior contractual obligation by performance of the new duty

Novation:

a substituted contract involving a new third-party promisor or promisee

Objective Vs. Subjective Impossibility:

objective: the task is impossible for any promisor to perform (discharges promisor) subjective: the task is impossible for only the promisor to perform, but other promisors or people could do that thing (does not discharge the promisor)

Destruction of Subject Matter:

will discharge contract if it is not the promisors fault

Subsequent illegality:

if performance becomes illegal or impractical due to a change in the law, the duty of performance is discharged

Frustration of Purpose: Commercial Impracticality:

-principal purpose a contract cannot be fulfilled because a subsequent event -where performance can be accomplished only under foreseen and unjust hardship

Bankruptcy:

discharge available to a debtor who obtains an order of discharge by the bankruptcy court ):

Statute of Limitations:

time passed too much so the debt cannot be charged

Which of the following promises does not have to be evidenced by writing in order to be enforceable?

Mindy's agreement with Susan to buy her bike for $400

Chris receives a printed form in the mail from Wyandott Heating indicating that he has placed a telephone order for a $600 heater. He doesn't recall placing the order. Which of the following is correct?

Chris can hold Wyandott to the order.

In states that have adopted it, the UETA:

encourages and gives full effect to electronic contracts.

Which of the following is an exception to the suretyship provision requirement under the statute of frauds?

A promise, the leading object of which is to obtain an economic benefit for oneself

E-Sign provides consumers must

receive a "clear and conspicuous" statement informing them of their right to withdraw consent to receiving electronic records.

What is another name for the main purpose doctrine?

The leading object rule

Under the parol evidence rule, which of the following types of evidence may be used to vary or contradict the written agreement?

Subsequent oral or written agreements modifying the original agreement

Under the UCC, a(n) ____ is a sequence of previous conduct between the parties to an agreement which may be fairly regarded as establishing a common basis of understanding for interpreting their conduct under the contract.

course of dealing

Under the UCC, ____ refers to the manner and extent to which the respective parties to a contract have accepted successive tenders of performance by the other party without objection.

course of performance

Under the UCC, a(n) ____ is a practice or method of dealing, regularly observed and followed in a place or vocation or trade.

usage of trade

In determining the meaning of a contract under the UCC, which of the following will have first priority?

express terms

Which of the following would NOT require a writing under the statute of frauds?

Where a landscaper agrees to landscape the lot surrounding an office building

Which of the following would not be subject to the writing requirements of Article 2 of the UCC?

Medical care received in a hospital

E-Sign:

ensures that the electronic form of Internet and e-mail agreements will not make them unenforceable because of the statute of frauds.

Which of the following need NOT be contained in a memorandum, which satisfies the general statute of frauds writing requirement?

The signature of the party suing

Which of the following would NOT meet the signature requirement for a writing to satisfy the statute of frauds?

A typewritten name Handwritten initials A printed name *All of the above meet the signature requirement.

Most states have statutes requiring which of the following contracts to be evidenced by a writing to be enforceable?

Contracts to make wills. Contracts for the sale of securities. Contracts for the sale of personal property for more than $5,000. Contracts creating certain types of security interests. *All of the above.

On March 1, Sara, a student, received a telephone call from ComputerChip, Inc. offering her a job for one year beginning on June 15, after completion of the school year. According to the personnel manager, she will have to move to California and be ready to start work at 8:00 a.m. on June 15. Should Sara ask for a letter confirming the telephone conversation if she accepts the offer immediately?

Yes, because the job offer is for longer than one year from March 1

Which of the following would be admissible under the parol evidence rule? Assume the written contract was made on June 1, 2007, and that it is an integrated document.

A letter dated July 9, 2007, reciting agreement to new delivery terms

Barry's Sport Shop calls Champs Tee Shirt Company to order 200 designer tee shirts at $2 per shirt. The next day, Barry decides he can easily sell 100 more. Before the order is filled, he calls to change the order to 300 tee shirts. Champs sends 200. Can Barry force Champs to send the additional 100?

No, because Barry does not have a writing signed by Champs Tee Shirts

Which of the following is untrue with regard to the interpretation of contracts?

Technical terms will always be given technical meaning even where a different intent is manifested by the parties.

Sam, a shopkeeper, dies unexpectedly at the age of 46. His lifelong business associate, Paul, is appointed the administrator of the estate. Sam had a personal debt of $8,000 which he owed to Art's Appliance Store. Paul says to Art, "If there isn't enough money in the estate, I'll personally see that the bill is paid." Which of the following is correct?

An oral statement such as this is not enforceable because this promise is within the statute of frauds.

The statute enacted by Congress which makes electronic records and signatures valid and enforceable for many transactions affecting interstate or foreign commerce is the:

Electronic Signatures in Global and National Commerce Act.

Which of the following promises in consideration of marriage would be outside the statute of frauds?

John and Joan mutually promise to marry each other in a formal ceremony on June 23.

Under the UCC statute of frauds, which of the following terms must be included in a writing in order to satisfy the writing requirement?

The quantity of the goods

Blevins, Inc. calls the Widget Corporation of America to order 400 widgets at $2 a widget. Widget accepts the oral order and then sends out an order confirmation form, with the pre-printed name Widget Corporation of America on the top of the form. The form states that an order has been received for "300" widgets and that it will be filled promptly.

Blevins can enforce the contract for 300 widgets, but not for 400 widgets.

The parol evidence rule does not apply to:

The parol evidence rule does not apply to either (a) or (b).