Term
| 1677 Law of the English Parliament |
|
Definition
An Act for the prevention of frauds and perjuries;
Means we need a writing signed by the party(s) to be bound |
|
|
Term
| Contracts that fall within the statute of frauds |
|
Definition
(1) contracts involving interests in land (all objects permanently attached, i.e. trees)
(2)Contract that, by its terms, cannot be performed within a year of its formation. Writing is not required if it is possible to complete contract within one year even if improbable
(3) collateral agreements (guarantees, sureties, secondary guarantors); exception if guarantor will primarily benefit from the situation
(4)Promises made in consideration of marriage
(5) UCC sale of goods for $500 or more. |
|
|
Term
| Exceptions to the applicability of the statute of frauds |
|
Definition
(1) Partial performance: oral contract to take a down payment for a home and deliver possession to the buyer. Avoids the writing requirement but is still advised.
(2) oral contract covered by the UCC are enforceable to the extent that a seller accepts payment or a buyer accepts delivery
(3) Admissions in court or discovery: if party admits that a contract was made, the contract will be enforceable
(4) Special exception under UCC: oral contracts enforceable for customized goods and between merchants that have been confirmed in writing. |
|
|
Term
| What defines the sufficiency of a writing? |
|
Definition
there must be at least a memo, confirmation, invoice, sales slip, check, fax, or several documents together that include:
(1) the signature of the party to be charged, and
(2) the essential terms of the contract (UCC: must include a quantity term) |
|
|
Term
| What is the Parol Evidence Rule? |
|
Definition
| If the parties' written contract is the final expression of their agreement, evidence of their prior negotiations, prior agreements, or oral agreements that contradicts or varies the terms of the contract is not admissible at trial. |
|
|
Term
| Exceptions to the Parol Evidence Rule? |
|
Definition
Parol Evidence is admissible to show:
(1) a contract was subsequently modified (written or oral) *see example clause below
(2) a contract is voidable or void (can introduce evidence of fraud, duress, undue influence)
(3) the meaning of ambiguous terms
(4) an essential term is lacking; contract is incomplete
(5) Prior dealings, course of performance, usage of trade
(6) orally agreed-on condition precedent
(7) an obvious or gross clerical error in the contract
Entire Agreement; No Oral Modification.
This is the entire agreement between the parties with respect to the subject matter hereof. Employee represents and warrants that no promise or inducement has been offered or made except as set forth herein and that the consideration stated herein is the sole consideration for this Agreement. Any other promises, written or oral, are replaced by the provisions of this document, and are no longer effective unless they are contained in this document. This Agreement may not be modified other than in a writing executed by both parties and stating its intent to modify or supersede this Agreement. |
|
|
Term
What is an integrated contract?
v. not fully integrated?
sample clause |
|
Definition
written contract is intended to be a complete and final statement of the terms of the agreement. Parol Evidence is inadmissible
If contract is not fully integrated (meets one of the seven exceptions to the parol evidence rule) parol evidence is admissible.
sample clause:
This Agreement embodies the entire understanding between the parties and supersedes any prior understandings and agreements between them respecting the subject matter. This Agreement may not be modified except in writing signed by authorized representatives of both parties. |
|
|
