Chapter 16 – The Writing Requirement and Electronic Records – Flashcards
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A state statute under which certain types of contracts must be in writing to be enforceable.
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statute of frauds
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this act established that certain types of contracts, to be enforceable, had to be evidenced by a writing and signed by the party against whom enforcement was sought and the primary purposes was to ensure that for certain types of contracts, there was reliable evidence of the contracts and their terms
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an act for the prevention of frauds and prejuries
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primary purposes of the statute is to prevent harm to innocent parties by requiring written evidence of agreements concerning important transactions
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statute of frauds
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following types of contracts are required to be in writing or evidenced by a written memorandum or electronic record:
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M. Marriage. Y. [complete performance is] greater than 1 Year. L. for Land or building (real property) E. Executors promise to pay debts of a deceased. G. Guarantor's promise to pay debt (collateral promise). S. Sale of goods over $500
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does the one-year time period begin to run the day after the contract is made or on the exact day the contract is made?
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the day AFTER the contract is made.
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True or False: the test for determing whether an oral contract is enforceable under the one-year rule is whether performance is possible within one year. it does not matter whether the agreement is likely to be performed during the period
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True. (p.307)
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True or False: an oral contract for lifetime employment does not fall within the Statute of Frauds because an employee can die within a year, so the contract can be performed within one year.
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True. (p.308)
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A secondary promise that is ancillary (subsidiary) to a principal transaction or primary contractual relationship, such as a promise made by one person to pay the debts of another if the latter fails to perform. A _____ normally must be in writing to be enforceable.
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collateral promise (secondary promise)
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is a third party's promise to pay another person's debt (or other obligation) that is not conditioned on the person's failure to pay (or perform). (direct obligation) as a general rule, a contract in which a party assumes a _____ obligation does not need to be in writing to be enforceable.
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primary obligation
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is a third party's promise to pay another's debt only if that party fails to pay
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secondary obligation
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the person that has a secondary obligation; one who makes a collateral promise
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guarantor
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2 exceptions to the requirement of being in writing for collateral promises
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1. guarantor's main purpose is to benefit him/herself. 2. guarantor's main purpose is to forestall litigation and in the meantime all the debtor to save money to now pay both creditors.
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An agreement made before marriage that defines each partner's ownership rights in the other partner's property. Prenuptial agreements must be in writing to be enforceable.
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prenuptial agreements
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True or False: a writing that will satisfy the UCC requirement need only state the quantity term.
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True. (p.309)
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Exceptions to writing requirement (meaning: the following must not be in writing to be enforceable)
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1. partial performance. 2. admissions. 3. promissory estoppel 4. customized goods
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is an equitable remedy that requires performance of the contract according to its precise terms.
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specific performance
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True or False: If a party admits that an (oral) contract was made, then the contract is enforceable to the extent of the quantity admitted.
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True. (p.311)
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True or False: Documents that are not stabled together, or physically attached by other means, can still be considered one, single contract.
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False. Several document may form a single contract if they are physically attached, such as a staple, paper clip, or glue. Several documents may also form a single contract even if they are only placed int he same envelope. (p.312)
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A substantive rule of contracts under which a court will not receive into evidence the parties' prior negotiations, prior agreements, or contemporaneous oral agreements if that evidence contradicts or varies the terms of the parties' written contract.
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parol evidence rule
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is testimony or other evidence of communications between the parties that is not contained in the contract itself
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parol evidence
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exceptions to the parol evidence rule
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1. contracts subsequently modified (oral contracts won't be enforced). 2. voidable or void contracts. 3. Incomplete contracts. 4. prior dealing, course of performance, or usage of trade. 5. contracts subject to an orally agreed-on condition precedent. 6. contracts with an obvious or gross clerical error that clearly would not represent the agreement of the parties. 7. contracts containing ambiguous terms.
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A written contract that constitutes the final expression of the parties' agreement. In a _____, evidence extraneous to the contract that contradicts or alters the meaning of the contract in any way is inadmissible.
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integrated contract
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True or False: If a contract is complete and the final statement of the terms of the agreement, then evidence from outside the contact (extraneous evidence) is excluded.
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True. (p.315)
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True or False: an integrated contract can be either completely or partially integrated
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True. (p.315)
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if it contains all the terms of the parties' agreement, it is ____ integrated
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completely
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if it contains only some of the terms that the parties agreed on and not others, then it is _____ integrated
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partially
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True or False: Note that for both completely and partially integrated contracts, courts exclude any evidence that contradicts the writing and allow parol evidence only to add to the terms of a partially integrated contracts.
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True. (p.315)
