Chapter 13 e-book

the 2 types of intended beneficiaries

1. donee 2. creditor

the 2 parties of the assignment is

assignor and assignee

The agreement is not altered by correcting a typo; rather, the agreement is _____________

clarified

With a creditor beneficiary the purpose of the contract is....

contractual performance fulfills an obligation to a third party

an assignment is ..

the transfer of rights under a contract to a 3rd party

_________ contracts help business contracting flow more smoothly, rather than an _________ contract

written oral

prenuptial agreement

an agreement two parties enter into before marriage that clearly states the ownership rights each party enjoys in the other party's property. To be enforceable, the agreement must be in writing.

when ambiguous language is used, courts interpret the transfer to consist of......

an assignment of rights and a delegation of duties

According to the UCC, parol evidence is admissible for the sake of ....

clarification if the evidence addresses prior dealings between parties or usage trade in the same business field as that which the parties are in

oral evidence related to ambiguity is admissible only to _____________, and not to ___________, any of the contractual terms

clarify change

The test for compliance with the one-year rule is not related to the likelihood of the completion of the contracts within one year. Rather, the test considers the possibility of....

completing the contract within one year.

When an entire contract is conditioned on something else's occurring first, that first event is known as a(n) _____.

condition precedent

with the parol evidence rule, the writings are more readily admitted as part of the written agreement than is oral evidence regarding..

conditions or terms in the final agreement. The reasoning is that judges are allowed discretion in determining which documents constitute the final contract. As long as the contemporaneous written documents do not substantially contradict what is in the final writing, judges can deem these other writing part of the final written agreement.

If a contract can possibly be performed within a year, even if such performance is highly unlikely, then the contract...

does not need a writing to be enforceable

many states hold that ___________ __________ rights vest before________ ___________ rights.

donee beneficiary creditor beneficiary

whereas assignments transfer rights to a contract, delegations transfer _____________

duties

Creditor and donee beneficiaries are both intended beneficiaries, and according to the Restatement, intended beneficiaries have the right to ....

enforce a contract.

the parol evidence rule does not prevent parties from introducing evidence proving the written agreement was conditioned on terms agreed orally. The reason the parol evidence rule does not apply is that the....

evidence being elicited does not substantially modify the written agreement. Rather what is at issue with such evidence is the enforceability of the contract as written. No terms are altered, so the parol evidence rule does not apply.

the most common form of donee beneficiary contracts is..

life insurance policies someone (the promisee) pays premiums on a life insurance plan to have the insurer (the promisor) agree to pay a 3rd party (the donee beneficiary) on the promisee's death

when parties include an antiassignment clause in their contract, the parties are attempting to ....

limit their ability to assign their rights under the contract. However, the wording of the antiassignment clause is determinative regarding the effectiveness of the clause.

Although parol evidence contradictory to the final terms is admissible, evidence regarding a contracts subsequent modification is admissible. To be admissible, the modification must have been.....

made after the writing, and the evidence must clearly indicate this later modification.

orally agreements are enforceable with UCC when it comes to......

merchants and customized goods being sold

"parol evidence rule" on its face is a _________

misnomer

when a contract consists of both written and oral elements, judges tend to treat the agreement as ____________

non finalized

Contracts typically involve an agreement between the 2 parties. The 2 parties are

obligor and obligee

In a contract both parties are __________ and _________

obligors and obligees

incidental beneficiary

one who unintentionally gains a benefit from a contract between other parties

delegation

A contracting party's (a delegator) transfer of his or her duty to perform to a third party who is not part of the original contract (a delegatee)

delegator-

A party in a contract who transfers his or her duties to perform to a third party who is not a part of the original contract (a delegatee).

assignee

In a contract, the party who receives the rights of another party (an assignor) to collect what was contractually agreed on in the original contract.

promisor

In a third-party beneficiary contract, the party to the contract who made the promise that benefits the third party.

exceptions also exist under the UCC about when...

a contract ordinarily required to be in writing need not to be in writing.

the parol evidence rule is not a unitary concept or rule but an ....

amalgamation of different rules and conditions

Under the statue of frauds, land is considered real property, such as the ....

land and soil itself, as well as anything attached to the land, such as trees or buildings.

contracts are typically ___________ agreements

private parties other than the contracting parties usually do not have rights to a contract

statue of frauds is __________ law

state

prenuptial agreements fall within the ..

statute of frauds

The contracts involving promises to pay a debt that are within the statue of frauds are of a very limited kind. These promises are referred to as ____________ promises, ___________ promises, and ____________ promises

-secondary promises -collateral promises - suretyship promises All of these terms refer to agreements in which a third party agrees to pay the debt owed by another party if that other party fails to pay his or her debt.

Example of ambiguous language

"I assign the contract" "I assign all of my rights under the contract"

Parol in parol evidence rule means...

"speech" or "words" specifically words outside the original writing.

what documents does the UCC allow for a written agreement?

- faxes, email, invoices, bills of landing, sales slip, checks

requirements of a writing sufficient to satisfy the statue of frauds under the common law

- name of the parties to the contract - the subject matter of the agreement - the consideration given for the contract - all relevant contractual terms - the signature of at least the party against whom action is brought

required elements in a written contract include..

- the identification of the parties to the contract - the subject agreement - the consideration if any is given - and any pertinent terms to the contract

Intended beneficiaries vs. Incidental beneficiaries

-INTENDED BENEFICIARIES= -contracting parties intended to benefit the 3rd party with their contract - beneficiary has the right to enforce the contract - beneficiary benefits from the direct reception of contractual performance -INCIDENTAL BENEFICIARIES= -contracting parties did not intend to benefit the 3rd party with their contract -beneficiary does not have the right to enforce the contract - beneficiary benefits from indirect circumstances created by contractual performance

enforcement of rights with a creditor beneficiary.....

-beneficiary can enforce rights to a contract if the contract is valid and the rights have vested - beneficiary can enforce rights against the promisor or the promisee

enforcement of rights with a donee beneficiary....

-beneficiary has limited ability to enforce contracts, depending on the jurisdiction. -beneficiary can enforce rights against the promisor

The statues requirements impose on parties the need to ..

-consider the terms carefully -agree to them -write them down -and sign the contract

what is typically excluded under the parol evidence rule

-evidence of prior agreements and negations - as well as of contemporaneous agreements and negotiations

what documents does the statue of fraud allow for a written agreement?

-memorandum -written document -compilation of several documents

3 contractual duties that cannot be assigned

1. duties that are personal in nature 2. duties whose performance by the delegatee would be substantially different from that which the obligee originally contracted 3. duties in a contract that expressly forbids delegation

Contractual rights that cannot be assigned

1. Rights that are personal in nature 2. Rights that would increase obligor's risks/duties 3. Rights whose assignment is prohibited by contract 4. Rights whose assignment prohibited by law/public policy

Assignments are effective immediately, regardless of notice, but by providing notice the assignor can help avoid two serous complications with assignment, which are:

1. The first complication involves the obligors fulfilling of the contractual duty. Without notice of the assignment, the obligor can discharge his contractual duties simply by fulfilling his duties to the assignor. 2. the second complication involves the granting of multiple assignments of the same right. when an assignor assigns two or more parties the same right, confusion arises about which party has the right to the contract.

The statute of frauds ahs 3 main purposes...

1. The first is to ease contractual negotiations by requiring sufficiently reliable evidence to prove the existence and specific terms of a contract. 2. the second is to prevent unreliable oral evidence from interfering with a contractual relationship. Requiring a written contract prevents the admittance of oral evidence denying or substantially altering the contract 3. the third is to prevent parties from entering into contracts with which they do not agree.

1 of 3 things must occur for a third party's rights to a contract to vest. They are ..

1. Under certain circumstances, 3rd party rights vest immediately. When rights invest immediately, the third party can enforce the contract at any time. 2. rights may vest when the beneficiary decides to accept the rights to the contract. 3. rights may vest when the beneficiary changes his position bc of reliance on the contractual rights. In other words, the beneficiary must take some action he would have not have taken otherwise bc he is expecting to benefit from the contract.

As with most legal rules, there are certain exceptions to which the statute of frauds does not apply, even though under normal circumstances it would. These 4 exceptions are

1. admission 2. partial performance 3. promissory estoppel 4. although not under the statue of frauds, exceptions under the UCC

the 4 exceptions to the statue of frauds

1. admission 2. partial performance 3. promissory estoppel 4. various exceptions under the UCC

although there is no legally required wording to be used or forms to filled out for assignments for a third party to be valid,3 certain restrictions exists such as...

1. although assignments may be given orally or in writing, The UCC requires assignments to be inwriting when the amount being assigned is greater then $500. And assignments covered by the statute of frauds must also be in writing, to help prove the existence 2. an assignee must agree to accept the assigned rights. An assignee may decline an assignment if he has not legally agreed to the assignment and does so in a timely fashion. 3. in some situations contractual rights cannot be assigned

There are exceptions to the general applicability of the parol evidence rule. That is there are situations in which parol evidence, which is normally excluded may be admissible in court. These exceptions pertain to what 8 things?

1. contracts that are subsequently modified 2. contracts conditioned on orally agreed on terms 3. contracts that are not final bc they are part written and part oral 4. contracts with ambiguous terms 5. incomplete contracts 6. contracts with obvious typographical errors 7. voidable or void contracts 8. and evidence of prior dealings or usage of trade

the 8 exceptions to the parol evidence rule

1. contracts that are subsequently modified 2. contracts conditioned on orally agreed on terms 3. contracts that are not final bc they are party written and part oral 4. contracts with ambiguous terms 5. incomplete contracts 6. contracts with obvious typos errors 7. voidable or void contracts 8. evidence of prior dealings or usage trade

Only specific types of contracts fall within the statue of frauds and thus are required to be evidenced in writing. These types of contracts are ... (4)

1. contracts whose terms prevent possible performance within one year 2. promises made in consideration of marriage 3. contracts for one party to pay debt of another if the initial party fails to pay 4. contracts related to an interest in land (although required to be in writing under the Uniform Commercial code (UCC) and not the statue of frauds, a related 5th category is contracts for the sale of goods totaling more than $500)

5 contracts that require writing

1. contracts whose terms prevent possible performance within one year 2. promises made in consideration of marriage 3. contracts for one party to pay the debt of another if the initial party fails to pay 4. contracts related to an interest in land 5. Under the UCC, contracts for the sale of goods totaling more than $500

3 Duties that can not be delegated

1. duties that are personal in nature 2. duties for which the delegatee's performance will vary significantly from the delegator's 3. duties in contracts that forbid delegations

These state laws (statue of laws) are intended to do what 3 things?

1. ease contractual negotiations by requiring sufficient reliable evidence to prove the existence and specific terms of a contract 2. prevent unreliable oral evidence from interfering with a contractual relationship 3. prevent parties from entering into contracts with which they do not agree

2 main situations in which a 3rd party gains rights to a contract to which she or he is not a party are:

1. one of the contracting parties transfers rights or duties to a 3rd party 2. the 3rd party is a direct beneficiary of a contract involving 2 other parties

There are 2 main situations in which a 3rd party gains rights to a contract to which she or he is not a party. These situations are...

1. one of the contracting parties transfers rights or duties to the 3rd party 2. the 3rd party is a direct beneficiary of a contract involving 2 other parties

the later assignee is considered the legal owner of the contractual right if she offers something to the assignor as consideration and then obtains what 4 things?

1. performance y the obligor on his duty 2. judgement requiring performance by the obligor 3. a new contract with the obligor 4. evidence frequently used to signify a contractual right

What 3 things are interest of land but are not within the statue of fraudsa?

1. promises to sell crops annually 2. agreements between parties for profit sharing for the sale of real property 3. boundary disputes that have been settled through the use of land

the 3 contractual rights that cannot be assigned

1. rights that are personal in nature 2. rights that would increase the obligors risk or duties 3. rights in a contract that expressly forbids assignment

2 advantages of writing contracts rather than having an oral contract

1. such disputes are easier to settle when the contractual terms are solidified in writing. 2. when both parties to a contract write down their terms, the moment of writing allows both parties to reconsider their terms and ensure that the parties are advocating what they desire in the contract.

A sufficient writing under the statue of frauds must clearly indicate what 5 things?

1. the parties to the contract 2. the subject of the agreement 3. the consideration given for the contract 4. all relevant contractual terms 5. and the signature of at least the party against whom action is brought

An intended beneficiary is a ....

3rd party to a contract whom the contracting parties intended to benefit directly from their contract

creditor beneficiary is a ...

3rd party who benefits from a contract in which the promisor agrees to pay the promisee's debt

Circumstances in which the statue of frauds applies (MY LEGS)

M - Marriage- contracts made in consideration of marriage Y - Year- contracts whose terms prevent possible performance within one year L- Land- contracts related to an interest in land E - Executor- contracts in which the executor promises to pay the debt of an estate with the executor's own money G -Goods- Contracts for the sale of goods totaling more than $500 S - Suretyship- contracts involving secondary obligations (promise to pay the debt of another) or suretyship

________________ and ___________ are within the statue of frauds because they are considered transfers of interest in land

Mortgages and Leases

statute of frauds-

State-level legislation that addresses the enforceability of contracts that fail to meet the requirements set forth in the statute; serves to protect promisors from poorly considered oral contracts by requiring that certain contracts be in writing.

To prevent disputes over the existence of a contract, what act required that certain types of contracts, to be legally enforce, must be in writing and signed by the party denying the existence of the contract?

The English Act for the Prevention of Frauds and Perjuries passed in 1677

creditor beneficiary

Third party who benefits from a contract in which promisor agrees to pay the promisee's debt

merger clause

a clause in a written agreement within the statute of frauds that states that the written agreement accurately reflects the final complete version of the agreement.

parol evidence rule

a common law rule that states that oral evidence of an agreement made prior to or contemporaneously with a written agreement is inadmissible when the parties intend the written agreement to be the complete and final version of their agreement. the courts rely heavily on the parol evidence rule

third-party beneficiary contract

a contract created when two parties enter into a contract agreement with the intended purpose of benefiting a third party

assignment

a contracting party's transfer of his or her rights to a contract to a third party

obligor-

a contractual party who agreed to do something for the other party

obligee-

a contractual party who agreed to receive something from the other party

assignment occurs when....

a party to a contract (an assignor) transfers her rights to a contract to a third party (an assignee).

English Rule

a rule that states that the first assignee to give notice of assignment to the obligor is the party with rights to the contract some states have adopted this

first-assignment-in-time rule

a rule that states that the first party granted the assignment is the party correctly entitled to the contractual right most states have adopted this

admission-

a statement made in court, under oath, or at some stage during a legal proceeding in which a party against whom charges have been brought admits that an oral contract existed, even though the contract was required to be in writing All state adhere to the admission exception except Louisiana and California

intended beneficiary

a third party to a contract whom the contracting parties intended to benefit directly from their contract

Donee Beneficiaries

a third party who benefits from a contract in which a promisor agrees to give a gift to the third party

delagatee-

a third party who is not part of the original contract but to whom duties to perform are transferred by one of the contracting parties (a delegator)

An incidental beneficiary is...

a third party who unintentionally gains a benefit from a contract between other parties. That is, it was never the conscious objective of the contracting parties to benefit the third party.

a good example of an intended third party beneficiary contract would be in a contract between ...

a woman and a car dealership in which she paid the dealership to deliver a car to her daughter for a birthday present

The statue is intended to prevent oral claims to the existence of a contract for the sale of land. That is, because the statue requires...

a writing evidence of the contract, a claim to an oral contract for the sale of land is not enough to prove such a contract existed.

equal dignities rule

according to this rule, which is is used in some states, if one party (the principal) hires another person (the agent) to negotiate a contract that must be in writing under the statue of frauds, the contract giving the agent the power to act for the principal must also be in writing.

oral evidence of a subsequent written agreement is ____________

admissible

when a court determine that the written agreement does not represent a complete and final version of the agreement, evidence may be ___________ to further the courts understanding of the agreement

admissible

when a contract is nominalized, the judge makes the assumption that the parties do not intend the written agreement to represent the entire agreement. Therefore, oral evidence related to the contract is.....

admissible because the written document is not complete and final representation of the agreement.

the purpose of the parol evidence rule is to restrict evidence from being .......

admitted that substantially contradicts the agreement in its written form.

when an assignor transfers her rights to an assignee, the assignor legally gives up...

all rights she previously had to collect on the contract

When a contract is fundamentally flawed because it is missing critical information, courts can....

allow parol evidence to provide the missing info typically the missing info is related to essential terms of the contract

When a contract contains what the courts deem to be ambiguous terms, the court is faced with a dilemma in interpretation. To attempt to reach the most accurate interpretation of the original agreement, the courts.....

allows evidence, even if it is oral, for the sole purpose of clarifying ambiguous terms.

who needs to sign the written contract? and where? and how?

although it is standard for both parties to sign the agreement, bc the writing is being offered as proof of an agreement, only the party against whom action is sought needs to have signed the writing. can be signed at end, middle or beginning can sign with initial or full name

The main-purpose rule

an exception concerning when a promise to pay someone else's debt needs to be in writing. If the main purpose for incurring a secondary obligation is to obtain a personal benefit, the promise does not fall within the statue and need not to be in writing.

partial performance -

an exception to the statue of frauds in which the performance of portions of an unwritten agreement by one or both parties can constitute proof that an oral contract exists between the partie

Primary obligations-

are debts entered into in an initial contract. Primary obligations are not within the statute of frauds and therefore need not to be in writing to be enforceable.

secondary obligations-

are within the statue and need to be in writing. These arise when a party outside a primary agreement promises to fulfill one of the originals party's (the primary debtors) obligations if the original party (primary debtor) fails to fulfill his or her obligation

Although a contract is typically an agreement between two parties, sometimes third parties have rights in the contract as well, either through _______________ or as _____________

assignments or as beneficiaries

one- year period begins to run ............. not when....

begins to run the day after the contract is created not when the contract is scheduled to begin

The statute serves to protect promisors from poorly considered oral contracts by requiring...

certain contracts to be in writing.

Although consideration is not legally required, courts tend to privilege prenuptial agreements that involve ___________

consideration The reason consideration is privileged is that a prenuptial agreement is not automatically enforceable just because it is in writing. Bc although writing is required, it is not sufficient to establish enforceability

In addition to contracts for the sale of land, contracts transferring ............ are also within the statue of frauds.

contracts transferring other interests in land

With a donee beneficiary the purpose of the contract is....

contractual performance gives a gift to a third party

the 2 parties in a delegation

delegator and delegatee

To be an intended third party beneficiary, the 3rd party does not need to be...

explicity named in the contract as long as the terms of the contract or eventsoccuring after the creation of contract make it clear who the intemded recipient of the contractual benefit is.

Restatement of Contracts has a view between..

first assignment in time rule and english rule

Instead of the third party receiving something, as in an assignment, delegations require the delegate to ....

fulfill the delegators contractual obligation to the obligee

the parole evidence rule applies when you have a __________ _____________ ______________

fully integrated agreement

with the parol evidence rule, allowing evidence that proves a contract is void or voidable does not...

fundamentally alter the terms of the contract

contracts involve agreements between two parties in which each party agrees to ....

give something to or do something for the other party

To the extent that the statue of frauds is intended to necessitate proper evidence of agreements, the admission exception is well reasoned. However, to the extent that the statue of frauds is intended to cause people to be cautious about clearly establishing the specifies of their agreements, the admission exception seems unnecessarily punish...

honest parties while rewarding dishonest ones.

condition precedent-

in a contract, an event that must occur for a party's duty to arise

assignor-

in a contract, the party who transfers his or her rights to the contract to a third party (an assignee), giving the assignee the right to collect what was contractually agreed on in the original contract

promisee

in a third-party beneficiary contract, the party to the contract who owes something to the promisor in exchange for the promise made to the third party

Agreements regarding marriage in which one party is gaining something other than a return on his or her promise to marry are within the statute of frauds and must be ...

in writing In other words, when one party promises something to the other as part of an offer of marriage, the contract must be in writing to be enforceable.

if the contracts terms require modification to be in writing, oral modifications are ___________ and ______________

inadmissible and uneforceable

Similar to intended beneficiaries, identical beneficiaries are third party beneficiaries to contracts. However, unlike the case with intended beneficiaries, the contracting parties do not

intend to benefit incidental beneficiaries.

The Restatement focuses on the distinction between _____ and _________ beneficiaries

intended and identical

now, third parties who are _________ __________ have the right to enforce contracts.

intended beneficiaries

For promissory estoppel to be in effect, the party's reliance must be to his or her own detriment. Furthermore, the reliance must have been reasonably foreseeable ; that is, the party who did mot rely on the contract should have..

known that the other party would rely on it.

if the agreement is required to be in writing under the statute of frauds, ____________ modifications is admissible.

oral

The parol evidence rule is a common law rule stating that....

oral evidence of an agreement made prior to or contemporaneously with a written agreement is inadmissible when the parties intend to have the written agreement be the complete and final version of their agreement.

parol evidence applies to both ___________ and ____________ speech

parol (spoken words) written

Whenever a written agreement under the statue of frauds contains a serious and obvious typo error, ___________ __________ is admissible to demonstrate that the typo was a typo and to set forth the proper term.

parol evidence

the courts allow ___________ ___________ to demonstrate that the contract is void or voidable

parol evidence

a written agreement is assumed to be complete and evidence contradicting this final agreement usually impede business transactions, which is why the _______ ___________ ___________ exists

parol evidence rule

if a contract specifies that the original contracting parties maintain the right to alter or rescind the contract, the vesting of third party's rights does not.....

prevent the promisor or the promisee from changing the original contract

if the buyer in an alleged contract for the sale of land has paid any portion of the sales price and either has begun to improve the land permanently or has taken possession of the land, the courts will consider the contract....

partially performed, and this partial performance will amount to proof of the contract

promisor is a ...

party to a contract who made the promise that benefits the 3rd party

promisee is a ....

party to a contract who owes something to the promisor in exchange for the promise made to the third party beneficiary

In a 3rd party beneficiary contract, the intended beneficiary may sue the ___________ to enforce the contract

promisor

Agreements in which the total price for a sale is $500 or more are required by the UCC to be...

recorded in a written contract or a memorandum

the parol evidence rule is not a rule of evidence, but rather....

relates to substantive legal issues, namely, what constitutes a legally binding agreement and how we know what the agreement is.

the ________________ grants legal rights to the first assignee in most situations

restatement

When a court cannot clearly tell what the parties intended, the court usually considers the assignment to be both of

rights and of duties doing so removes any right the assignor had to collect under the contract, but he is still liable to the obligee for any duties the delegatee, who is also the assignee, fails to perform

the requirements under the UCC for sales contracts vary slightly from those under the statue of frauds. These are...

the UCC does not require the parties to be named in the agreement -UCC requires the writing to state clearly the quantity being sold

partial performance can override the statues requirements for a written agreement. The logic is that....

the actions of both parties demonstrate the existence of their agreement, so the agreement no longer needs to be inwriting to be enforceable even though a writing would otherwise be needed.

A specific instance of a secondary obligation involves...

the administrator or executor of an estate.

Not all courts consider merger clauses to be conclusive proof of a contract. Nonetheless, where merger clauses are accepted, they greatly reduce.....

the amount of guesswork courts must do in determining whether a written agreement was in fact intended to be the final statement of the arangement.

Evidence of the existence of a condition precedent agreed orally is admissible, because.....

the contract is is not modified by such evidence; rather, its enforceability is called into question (Since the statute of frauds is concerned primarily with the enforceability of agreements, it logically follows that the parol evidence rule odes not apply to evidence of condition precedents. )

In assignments, after the assignment is made, the assignor has no rights left to the original contract. With delegation, .....

the delegator is not relieved of his duty to perform by making a delegation. if the delegatee fails to fulfill the contract, the delegator is still liable to the obligee for fulfillment of the contract

The statute of frauds does not relate to fraudulent contracts, nor does it address the issue of illegal contracts. Rather, the statute addresses......

the enforceability of contracts that fail to meet the requirements set forth in the statute.

promissory estoppel

the legal enforcement of an otherwise unenforceable contract due to a party's detrimental reliance on the contract

vest is the....

the maturation of rights such that a party can legally act upon the rights.

before a 3rd party's rights have vested, the original contracting parties can make changes to ....

the original contract without the permission of the 3rd party

Although the promisee typically owes something to the 3rd party beneficiary before the contract with the promisor exists, if the 3rd party sues the promisee after the promisor does not fulfill his or her obligation, the promisee can then sue...

the promisor for breach of contract

To satisfy UCC requirement, the contract or memorandum needs to only state ....

the quantity to be sold not the buyer, seller, method of payment, or price. The party against whom action is sought must have signed the written document to be enforceable

In addition to sales contracts for $500 or more, other specific situations under the UCC for contracts need to be in writing. These situations are contracts involving..

the sales of securities and personal property if the sale is greater than $5,000 in price.

if only one party signed, the agreement is enforceable against ...

the signing party but not against the non signing party.

The mutual promises to marry do not fall within the..

the statue of frauds

Contracts whos performance, based on the terms of the contract, could not possibly occur within one year fall within ...

the statue of frauds, and therefore must be in writing

The possibility that a contracts terms could be performed within one year removes the contract from..

the statues written requirements

once an assignment is rejected by a third party, it is considered rejected from..

the time it was first offered

a delegation is

the transfer of a duty under a contract to a 3rd party

In the U.S. the term Statute of Frauds is somewhat misleading because...

there is no federal statute of frauds ; rather, such legislation exists at the state level (with the exception of Louisiana.) (Maryland, and New Mexico have statue frauds created by judicial decision rather than legislation)

contracts for complex construction projects need not be in writing because...

they can be completed within one year of the crew works around the clock everyday, even if the scenario is highly unlikely

Contracts create a situation in which each party has a duty to perform the agreed-on action and a right to be the recipient of the others party's duty. These rights and duties can be transferred to ...

third parties

donee beneficiary is a

third party who benefits from a contract in which a promisor agrees to give a gift to the third party

vest

to mature, as in the maturation of rights that allow a party to act legally on the rights

Under the UCC and parol evidence rule, if a term is missing or ambiguous, the courts rely on evidence of....

what was done between the parties in the past to attempt to gauge what was intended in the contract in question

parol evidence will be admitted to clarify the contract by filling in the missing info while not modifying the written agreement. Parol evidence is used to facilitate business.....

transactions as opposed to forcing the parties to enter a new agreement.

Consideration offers evidence that both parties...

understand and agree to the terms of the contract and that the contract is not biased in favor of one of the parties.

The term statue of frauds refers to

various state laws modeled after the 1677 English Act for the Prevention of Frauds and Perjuries.

although an intended beneficiary can enforce her rights to a contract, she cannot do so until her rights to the contract _____

vest

The English have repealed almost all their requirements for writing, but American states and courts are still expanding the requirements for ...

what falls within the statute of frauds

The assignor gives to the assignee the right to collect....

what was contractually agreed on in the original contract

Integrated contracts are

written contracts, within the statue of frauds, intended to be the complete and final representation of the parties agreement, thus precluding the admissibility of parol evidence other than in the exceptions previously listed