Chapter 14 – Written Contracts

The Statute of Frauds
May agreements are unenforceable unless it is in writing and signed. These include:

-For any interest in land.
-That cannot be performed within one year.
-To pay the debt of another.
-Made by an executor of an estate.
-Made in consideration of marriage
-For the sale of goods over $500

However, once a contract is fully executed, it makes no difference that it was unwritten.

This statute exists to make sure that a plaintiff does not allege an oral promise that never existed. If that oral promise is recorded, it may be enforced by the court.

Agreement for Interest in Land
Exception 1: Full Performance by the Seller
Delivers deed, excepts money from buyer.

Exception 2: Part Performance by Buyer
Buyer of land may be able to enforce an oral contract if she paid part of the price and either entered the land or made improvements to it.

Exception 3: Promissory Estoppel
If a promisor makes an oral promise that should reasonably cause the promisee to rely on it, and the promisee does rely on it, the promisee may be able to enforce the promise.

Agreements That Cannot be Performed Within One Year
Unenforceable unless in writing. If it COULD be performed, it need not be in writing.

Promise to Pay Debt of Another
When one person agrees to pay the debt of another as a favor to that debtor, it is called a collateral promise. Needs to be in writing.

Exception: If the promisor will also benefit from the leading object of the transaction, the contract does not have to be in writing.

Promise Made by an Executor of an Estate
An executor’s promis to use her own funds to pay a debt of a deceased must be in writing to be enforceable.

Promise Made in Consideration of Marriage
Unenforceable unless in writing.

What the Writing Must Contain
The contract or memorandum must be signed by the defendant and it must state:
-the name of each party
-the subject matter of the agreement and
-all of the essential terms and promises.

Sale of Goods UCC Rule
Contract for sale of goods worth more than $500 is not enforceable unless there is some writing, signed by the defendant, indicating that the parties reached an agreement. Essential: signature of defendant and quantity.

Sale of Good UCC Merchant’s Exception
Within a REASONABLE TIME of making an oral contract, one merchant can send a written confirmation to the other, and if the confirmation is definite enough to bind the sender herself, then the merchant who receives the confirmation will also be bound by it unless he objects in writing within 10 days.
-Between two merchants only.
-Does not need to be signed by the defendant.

Sale of Good UCC Special Circumstances
An oral contract may be enforceable even without a written memorandum if:

-The seller is specifically manufacturing the good for the buyer (special items specific for buyer)
-The defendant admits in court proceedings that there was a contract, or
-The goods have been delivered or they have been paid for. (Portion Equivalent).

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

The Parol Evidence Rule
-When two parties make an integrated contract, neither one may use parol evidence to contradict, vary, or add to its terms.

Exception 1: Incomplete or Ambiguous
-If a court determines that a written contract is incomplete or ambiguous, it will permit parol evidence.

Exception 2: Misrepresentation or Duress
-A court will permit parol of evidence of misrepresentation or duress.

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