The Statute of Frauds

According to UCC section 2-201, a contract for the sale of goods for the price of _______ or more must be in writing.

$500

What should you ask if the contract is not in writing?

(1) Is the transaction in dispute within the statute of frauds? One of the categories/classes the statute covers (2) Is there enough of a writing to evoke the SoF? (3) Did the plaintiff sufficiently rely on likely performance of the oral agreement to require enforcement that situation should be exempt from statute of frauds?

What types of contracts does the SoF require writing for?

1. suretyship contracts (promises to answer for or discharge debts of another) 2. land contracts 3. contracts that cannot be fully performed in one year 4. contracts for the sale of goods for more than $500 5. executor-administrator contracts 6. marriage contracts

When can an oral contract for the sale of real property be removed from SoF?

An oral contract for the sale of real property may be removed from the statute of frauds if an outsider, viewing the totality of the circumstances, could reasonably conclude that an agreement regarding the real property existed.

What is the UCC SoF merchant exception?

If the charged party's signature is not required if the charged party is a merchant.

Does the contract need to be a fully integrated, formal contract to satisfy SoF?

It need not be a fully integrated, formal contract

What are some general exceptions to the SoF?

Part Performance - A seller who conveys an interest to the buyer can recover the purchase price even if the contract was not in writing. A buyer who makes a valuable improvement on the land or who took possession and paid part of the purchase price may obtain specific performance but generally cannot sue for damages. Reliance - one party's reliance on an oral contract may estop the other from asserting the Statute as a defense.

Under the UCC, what is required to be included in the writing?

Signature of the party charged and quantity are the only required item. The quantity need not be stated accurately but is limited to the stated amount.

Can the doctrine of promissory estoppel be invoked to enforce an oral contract that is subject to the Statute of Frauds?

The doctrine of promissory estoppel can be invoked to enforce an oral contract that is subject to the Statute of Frauds.

What qualifies as a writing for SoF?

The document must be in a permanent, written form and signed by the party to be charged.

What is the purpose of the Statute of Frauds?

The purpose of the Statute of Frauds is to prevent fraud and perjury as to the actual terms of the contract and to provide better evidence of the contract terms in the event of dispute.

What is the Merchant Exception under UCC 2-201(2)?

Under U.C.C. 2-201(2), BETWEEN MERCHANTS, a confirmatory writing, such as a buyer's purchase order, may create a contract.

Does failure to comply with the SoF make a contract void or voidable?

Voidable

Will documents such as letters, telegrams, or even mere notations in private books of the parties that were never communicated to the other satisfy SoF?

Yes

To satisfy SoF, can the requisite writing be composed of several writings?

Yes; the requisite writing may be composed of several documents, provided each document refers to or incorporates the others, or they are otherwise integrated (i.e., are physically attached).

Under common law, the SoF writing requirements are: (4)

a) reasonably identifies the subject matter of the contract; b) is sufficient to indicate that a contract has been made between the parties or offered by the signer to the other party (recital of consideration); c) states with reasonable certainty the essential terms of the unperformed promises in the contract (terms and conditions); d) and is signed by the party to be charged. The party's initials or seal may be sufficient.

Oral contracts for the sale of goods of $500 or more will be enforced in the following situations:

§ 1) The buyer receives and accepts all or part of the goods (the contract is enforceable as to the goods accepted); § 2) The buyer gives something in part payment for the goods (the contract is enforceable as to the goods paid for); § 3) The contract calls for the manufacture of special goods for the buyer and the seller has made a substantial beginning in the manufacture thereof; § 4) The contract is between merchants and within a reasonable time a written confirmation is sent and the party receiving it does not send a written objection within 10 days; § 5) The contract is admitted to by the party against whom enforcement is sought (in court pleadings or testimony).