Chapter 15
Executor
-An executor's promise to pay the debts of the decedent if the decedent's estate is not sufficient to do so is only enforceable if written. -It is valid if oral, but it is not enforceable
Statute of Frauds
-Five types of contracts "within the SF": *Pneumonic: MY LEGS *Marriage *Year *Land *Executor's promise *Goods of $500 or more *Surety -If K not w/ SF, writing not needed
Parol Evidence Rule
-If there is a written, integrated contract between the parties, then oral or written evidence will not be admitted in court to vary or alter its terms. -Does not require contracts to be in writing; only applies to those that are in writing. -Does not apply to contracts not intended to be integrated -OK to explain parties' use of terms -OK to allege fraud
Land
-Contracts for an interest in land must be in writing to be enforceable under the SF -Oral contracts for land are valid but not enforceable in court -Exception: Does not include contracts for leases of year or less -Exception: If party moves onto the land, makes payments and makes improvements, then K is enforceable even though oral
Effect of Noncompliance
-Contracts generally not enforceable if no writing -After all oral promises are performed, SF no longer applies -Party to unenforceable contract who acted in reliance on the K may receive restitution for the benefits conferred upon the other party in reliance on the unenforceable contract -Promissory estoppel can be used to avoid injustice
Marriage
-Contracts made in contemplation of marriage are within the SF and therefore required to be in writing. -Does not include the contract to marriage. -Includes contracts that promise something in exchange from marriage *E.g., "I promise to give you $5000 if you marry me." *This is perfectly valid as an oral contract, but in order to be enforced, it must be in writing.
Surety
-Contracts to stand for the debts of others must be in writing to be enforced. "Give it to Anne and if she does not pay, I will." -Not the same as "Give it to Anne and I will pay." This is an original promise, not a secondary surety promise. -Exception: *Main purpose doctrine - If the true purpose of the contract is to benefit the one making the promise for another, promise is enforceable even though oral.
Goods 2
-Exceptions: *Specially manufactured goods - If the goods are specially manufactured gds unable to be sold in the regular course of business and the manufacturer has substantially begun to make the goods, the contract is enforceable even though oral. *Part performance - If either of the parties performs any part of the contract, the contract is enforceable, but only to the extent it has been performed. If it cannot be divided, the whole thing is enforceable. *Admissions in court documents - only enforceable to extent admitted
Contract Writing Requirements
-Not necessary for contract's validity -Only needed for a contract if required by law for enforceability -Two main bases: 1. Statute of Frauds 2. Parol Evidence Rule
Year
-SF includes contracts incapable of being performed within a year from the time they are made. -"Capability" refers to K language as to time rather than to feasibility of act being able to be performed -Time begins to run at time contract is made, not when it is to be performed. -If contract is fully performed by one party, gen. promise is enforceable even if performance not possbl w/i a year -Oral contract is valid, but simply not enforceable in court if it is breached
Goods
-UCC rule -If there is a contract for goods of $500 or more, it must be in writing to be enforced. -If a contract is for less, but the contract is modified and under the modification becomes for $500 or more, the modification is required to be in writing. -If the contract is for $500 or more, but is modified to an amount for less than $500, the modification need not be in writing.
Writing Requirement 2
-UCC, between merchants more lenient: *Some writing /record sufficient to indicate K between parties *Quantity *Signed by party to be charged -i.e., check with memo notation and endorsement on back fits
Writing Requirement
-Writing need not actually be a "contract". -Can be any memo or writing that contains the necessary requirements. -General contract provisions must specify: *Specify parties to contract *Specify subject matter & essential terms of contract *Be signed by party to be charged ---Signature can be anywhere on document ---Signature can be anything used to authenticate that party signed, incl. signature, typing, initials, etc.
