Written Contracts 5

List the six types of contracts.

1.Agreements by an executor or administrator to pay the debts of a deceased person. 2. Agreements to answer for the debts of another. 3. Agreements that cannot be completed in less than one year. 4. Agreements made in contemplation of marriage. 5. Agreements to sell any interest in real property. 6. Agreements to sell personal property for $500 or more.

What is meant by an "integrated" contract?

A writing that the parties intend as the final, complete expression of their agreement.

Give an example of a merger or integration clause

An employer and employee may often choose to work according to an employment contract. Many employment contracts contain an integration clause to prevent either party from claiming more or less than what was agreed upon in the writing.

To what type of contracts does UCC Statute of frauds apply to?

Contracts for sale of goods of $500 or more is not enforceable unless there is some writing, signed by defendant, indicating that the parties reached an agreement.

What is "reasonable certainty"?

Dictates that recovery of lost profits will proceed despite the fact that damages cannot be calculated with mathematical certainty or without difficulty where they are clearly proximately caused by the wrong.

The Statute of Frauds requires certain types of contracts to be in writing and signed by the defendant to be enforceable. What are they?

For any interest in land Cannot be performed within one year To pay the debt of another Made by an executor of an estate to pay the debt of the estate Made in consideration of marriage For sale of goods of $500 or more

List and explain the three exceptions to this "interest in land" and give examples.

Full Performance by the Seller: 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 Ex. Adam orally agrees to sell his condominium to Maggie for 150,000. Adam delivers the deed to Maggie, but later Maggie fails to pay. Part Performance by the Buyer: The buyer of the 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 improvement to it. Ex. If Elsa sues Anna to enforce an alleged oral contract to sell a lot in Happydale. Elsa proves she paid 10% of the purchase price and was working the land. Promissory Estoppel: If a promisor makes an oral promise that should reasonably cause the promise to rely on it, and the promise does rely, the promise may be able to enforce the promise. Ex. Mary and Joseph live together for seven year, and buy a house. They agreed to be equal owners, but only one was on the deed. They each contributed to the purchase and upkeep, the fact he promised her she'd be a part owner was clear.

What does "cannot be performed in one year" mean?

If a contract could possibly be completed within one year, it doesn't need to be in writing, but if it can't then it must be in writing. Year starts on the date the parties make the agreement.

Define an "interest in land"

It means any legal right regarding land.

Examples of "Interest in land"

Mortgage, easement, and leased apartment.

Under the common law Statute of Frauds, what must the writing contain to be enforceable?

Must be signed by the defendant Must state with reasonable certainty the name of each party, the subject matter of the agreement, and all of the essential terms and promises.

Give a modern day example of a "promise made in consideration of marriage.

Pre-Nuptial

What is a "collateral promise"?

Refers to a promise to pay the debt of another that is ancillary to an original promise.

What is "Parol Evidence"?

Refers to anything (apart from the written contract itself) that was said done, or written before the parties singed the agreement or as they signed it.

Does the UCC have a statute of frauds?

The UCC requires a writing for the sale of goods prices $500 or more. The requirements are easier than Common law.

What does "enforceable" mean?

The courts can enforce it and make the parties follow through.

Define "executor of an estate"

The person who is in charge of an estate after someone dies.

Explain the "special Circumstances" exception to the UCC Statute of Frauds

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

How does the law deal with e-signatures or electronic contracts?

Valid in all 50 states. Uniform Electronic Transactions Act (UETA) makes electronic contracts and signatures as enforceable as those on paper.

What does the parol evidence rule say?

When two parties make an integrated contract, neither one may us parol evidence to contradict, vary, or add to its terms.

What is the "merchants" exception to the UCC Statute of Frauds?

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