Chapter 15 Contracts in Writing

Sale of Goods requirements for contract acceptance

(1) be sufficient to indicate that a contract has been made between the parties, (2) be signed by the party against whom enforcement is sought or by her authorized agent, and (3) specify the quantity of goods to be sold

Suretyship Provision

-A contractual promise by a surety (promisor) to a credior (promisee) to perform the duites or obligations of a third person, if the third person (principal debtor) does not perform - EX. "If person A, does not pay then I (Person B) will" -In simpler terms, When one party pays the debt of another -Has to be written to be enforceable -Does not include promises made to debtors (The debtor is the one who owes the money)

Supplemental Evidence to the parol rule may be admitted

-Course of Dealing previous conduct between the parties • Usage of Trade practice engaged in by the trade or industry • Course of Performance conduct between the parties concerning performance of the particular contract • Supplemental Consistent Evidence

Delivery or payment and acceptance

-Goods that have been delivered and accepted are enforceable by oral contract. -EX. If agree to buy 100 watches from Jennie for 100 bucks, Jennie delivers 50 watches and I accept them. The oral contract only covers those 50 watches

Situations to Which the Rule Does Not Apply

-a contract that partly written and party oral • correction of a typographical error • Lack of capacity, 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

Executor-Administrator Provision

-applies to promises to answer personally for a duty of the decedent -Executor is the person who has to represent the dead person -Executor has to make promises in writing or proper electronic form for it to be enforceable

Modification or Rescission of contracts within the statue of frauds

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

What contracts have to be written to be enforceable?

1) Paying the debt of another unless 1) take liability 2) Do it for an economic benefit 3) Promise is made to a debtor 2) Answer for someone dead 3) Marriage but not to marry each other 4) Land 5) Over one year, unless it unlikely to be done under one year 6) Sale of goods over 500 unless its specifically made to you then it can be oral or if a good has been delivered and accepted

The five following contracts are within the statute of frauds

1) Promises to answer for the duty of another 2) Promises of an executor or administrator to answer personally for a duty of the decedent whose funds he is administering 3) Agreements upon consideration of marriage 4) Agreements for the transfer of an interest in land 5) Agreements not to be performed within one year 6) Sale of goods over 500

Full Performance

After all the promises of an oral contract have been performed by all the parties, the statue of frauds no longer applies. -In simpler terms, after the promises are performed, you cant rescind the offer.

Specially Manufactured goods

An oral contract for good SPECIALLY made for the buyer is enforceable.

Land contract Provision

An oral contract for the transfer of an interest in land may be enforced. -A contract for the sale of an interest in land must be in writing or electronic form

LOOK AT CONCEPT REVEIW 15-1

Chart

One year Provision

Contracts that cannot be fully performed within one year of the making of the contract have to be in writing or proper electronic form

The possibility Test

Contracts that cant be performed in one year have to be in writing or electronic form

Promise made to Debtor

If Matthew owes Ryan money, and John says he will pay my debt, then its enforceable because John promised to pay the debtor (me) and not the creditor (ryan), the promise is enforceable.

Restitution

If a contract gets canceled due to the statue of frauds, the party who has done a service gets full restitution.

Main Purpose Doctrine

If the main purpose of the promisor is to obtain an economic benefit for themselves, then the promise is outside the statue.

Original Promise

If the promisor makes an OG promise by undertaking to become primarily liable, then the statue of frauds does not apply -EX. If a dad says ill pay 400 for you to deliver items to my daughter, he is liable.

Statute of Frauds purpose

Is to prevent fraud in the proof of certain oral contracts by testimony in court.

E sign

Makes electronic signatures valid and enforceable throughout the US

Statute of Frauds

Requires that certain significant contracts be evidenced by a writing to be enforceable or electronic signature

General Contract Provisions

The note or record proving existence of the contract must: 1) Specify the parties to the contract 2) Specify with reasonable certainty the subject matter and the essential terms of the unperformed promise 3) Be signed by the party to be charged

Computation of Time

The one year runs from the time the agreement was made, not the time when the performance is to begin

Full performance by one party

Tom loans Jane $48. Jane orally promises to pay Tom back in thee annual installments. Janes promise is enforceable because tom has fully performed by making the loan despite its gunna take 3 years.

Electronic records

UETA protects electronic signatures and contracts from being denied enforcement because of the statue of frauds

Marriage Provision

come back

Sale of goods UCC

contracts for the sale of goods must be in writing if they are for a price of $500 or more.

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 -Simpler terms, if a contract that was done orally that should of been done on paper, has relied on the promise the court will enforce it to avoid unjustice

Parol Evidence Rule

when parties sign a contract in a writing that they intend to be the final contract, evidence of their prior negotiations or agreements are not admissible

Oral Contracts are just an enforceable as___

written contracts, but significant contracts are too be written

INTERPRETATION OF CONTRACTS;Rules of Interpretation include

• all the circumstances are considered and the principal purpose of the parties is given great weight • a writing is interpreted as a whole • commonly accepted meanings are used unless the parties manifest a different intention • wherever possible, the intentions of the parties are interpreted as consistent with each other and with course of performance, course of dealing, or usage of trade • technical terms are given their technical meaning • specific terms are given greater weight than general language • separately negotiated terms are given greater weight than standardized terms or those not separately negotiated • the order for interpretation is express terms, course of performance, course of dealing, and usage of trade • where a term has several possible meanings, the term will be interpreted against the party who supplied the contract or term • written provisions are given preference over typed or printed provisions and typed provisions are given preference over printed provisions • if an amount is set forth in both words and figures and they differ, words control the figures