Business Law Chapter 18 Contracts in Writing – Flashcards

Statutes that exist at the state level. They address the enforceability of contracts that fail to meet the requirements set forth in it. Also, they protect promisors from poorly considered oral contracts by requiring that certain contracts be in writing.

3 main purposes: 1. It attempts to ease contractual negotiations by requiring sufficiently reliable evidence to prove the existence and specific terms of a contract. 2. Prevent unreliable oral evidence from interfering with a contractual relationship. 3. Prevents parties from entering into contracts with which they do not agree.

4 main types: 1. Contracts whose terms prevent possible performance within one year. 2. Promises made in consideration of marriage. 3. Contracts for one party to pay the debt of another if the initial party fails to pay. 4. Contracts related to an interest in land.

Aka contracts that can't be performed in a year. If a contract can possibly be performed within a year, even if such performance is highly unlikely, then the contract does not need to be in writing to be enforceable. *Lifetime employment contracts do not need to be in writing because it is possible that the contract could be "completed within a year" -->someone could die the month after they were hired. *Contracts for complex construction do not need to be in writing

When one party promises something to the other as part of an offer of marriage, the contract must be in writing to be enforceable. *Mutual promises to marry do not fall within the statute of frauds

An agreement two parties enter into before marriage that clearly states the ownership rights each party enjoys in the other party's property. *Consideration not required

These contracts concern promises to pay a debt that is also called secondary obligations. Primary obligations do not require a writing, but secondary obligations do unless the main reason a person makes a secondary promise is to obtain a personal benefit.

Primary: Debts that occur in an initial contract (original parties) Secondary: Aka secondary promises Occurs when a party outside a primary agreement promises to fulfill one of the original party's obligations if the original party fails to fulfill it. These kinds of debts are within the statute of limits and thus require writing!!!

Main purpose rule

If the main purpose for incurring a secondary obligation is to obtain a personal benefit, the promise does not fall within the statute and does not have to be in writing.

NFL card marketing company goes broke, tries to sell license in exchange for the debt they owed to the NFLP to another company, NFLP denied. District court dismissed case (NFLP gave motion) in favor of NFLP, Power Entertainment appealed, decision was reversed and remanded.

These contracts include contracts for mortgages and leases as well as anything attached to the land.

2 Exceptions: 1. Promissory Estoppel 2. Partial Performance and Improvements to the land or possession

This agreement ONLY needs to state the quantity to be sold.

Contracts that would normally fall under the statute and need a writing if negotiated by the principal must be in writing even if negotiated by an agent.

5 requirements: 1. Identification of parties to the contract 2. Subject matter of the agreement 3. Consideration given for the contract 4. All relevant contractual terms 5. Signature of at least the party against whom action is being brought.

3 exceptions: 1. Admission 2. Partial Performance 3. Promissory Estoppel

A statement made in court, under oath, or at some stage during a legal proceeding in which a party against whom charges have been brought admits that an oral contract existed, even though the contract was required to be in writing.

If the buyer in an alleged contract for sale of land has: -paid any portion of the sale price -begun to permanently improve the land -taken possession of it Then the courts will consider the contract partially performed and this performance will = proof of the contract.

1. Oral contracts between merchants do NOT need to be in writing to be enforceable. 2. Oral contracts for customized goods are enforceable even if they would normally have to be in writing.

Makes oral evidence of an agreement inadmissible if it is made before or at the same time as a writing that the parties intend to be the complete and final version of their agreement. Created in order to smooth transactions by limiting the types of evidence admissible

A clause that attempts to signal to judges that the written contract is intended to be the final and complete statement of their agreement.

There are 7 exceptions: 1. Contracts that have been subsequently modified 2. Contracts conditioned on orally agreed-on terms 3. Contracts that are not final as they are part written and part oral 4. Contracts with ambiguous terms 5. Incomplete contracts 6. Contracts with obvious typographical errors 7. Voidable or void contracts 8. Evidence of prior dealings or usage of trade

When an entire contract is conditioned on something else's occuring first

Written contracts that are intended to be the complete and final presentations of the parties' agreement, thus precluding the admissibility of parol evidence other than in the exceptions listed.