Contracts 2.txt

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Author:
twiggy924
ID:
26603
Filename:
Contracts 2.txt
Updated:
2010-07-13 11:19:02
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Statute Frauds
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Description:
Statute of Frauds
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  1. What types of Ks require a writing to be enforceable?
    • a) Transfers of an interest in real property
    • b) Full performance theoretically impossible to complete within one year (if full performance within one year is theoretically possible, no writing is required even if actual performance exceeds one year)
    • c) Sales of goods for $500 or more ( ≥ $500) (UCC Article 2)
    • d) Leases of goods where the aggregate rental amount is $ 1,000 or more ( lease ≥ $ 1,000) (UCC Article 2A, NY ONLY!)
    • e) Suretyships (Exam tip: be sure that there actually is a debt to which the surety may be called to answer)
    • f) Contract modifications if the contract as modified is within the SOF
    • g) Misc. New York provisions (see separate card)
  2. Special NEW YORK K provisions that must be in writing to be enforceable
    • Assignment of an insurance policy or a promise to name a beneficiary of policy.
    • Promise to pay a discharged debt
    • Agreement to pay a finder's fee or broker's commission (except to an attorney, auctioneer, or real estate agent)
  3. If a writing is required for a Sale of Goods (Art. 2), what must it contain?
    • Quantity term, and
    • Signed ∆ (i.e., must be signed by the party to be charged with breach)
  4. If a writing is required for the Lease of Goods (Art. 2A, NY ONLY), what must it contain?
    • Statement that the K is for a lease
    • Quantity
    • Duration
    • Amount of rental payments
    • Signed by ∆ (i.e., the party to be charged with breach of K)
  5. If a writing is required for K under COMMON LAW, what must it contain?
    • All material terms (e.g., who, what, duration, price), and
    • Signed by ∆ (i.e., the party to be charged with breach of K)
  6. NY: Equal Dignities Rule
    NY ONLY: An agent's authority concerning real property must be in writing or the principal must ratify.
  7. EXCEPTIONS to SOF: Real Property
    • Interests in real estate don't require a writing if:
    • Short-term leases: lease of property of a duration ≤ 1 year,

    OR

    Part-performance Exception: any 2 of the following is true (i) buyer is in possession of property, (ii) buyer made some payment (need not be full payment), or (iii) buyer made improvements to property.
  8. EXCEPTION to SOF When Performance Cannot Be Completed Within One Year
    • MBE RULE: Lifetime contracts NOT within SOF.
    • NY RULE: Lifetime Ks DO fall within SOF. Opposite of MBE.

    FULL PERFORMANCE EXCEPTION: Party has already fully performed contract so don't need writing. Part performance is insufficient, but may be able to recover in quasi-contract.
  9. Exceptions to SOF for Sales of goods for $500 or more (Art. 2)
    • 1) Buyer accepts or pays for goods (note, partial payment of a single item does not count)
    • 2) Goods are custom-made (not suitable for sale in ordinary course of business)
    • 3) Admission of a K in a judicial proceeding (e.g., deposition, testimony)
    • 4) Merchant's confirmatory memo (separate card)
  10. What is the Merchant's Confirmatory Memo exception to the SOF?
    • Exception to the SOF requirement for Art. 2 SOG that the writing be signed by the ∆.
    • π can use its own signed writing to satisfy the SOF against a non-signing ∆ where ALL the following are true:

    • 1) both parties are "merchants"
    • 2) the writing claims a prior oral agreement
    • 3) the writing is signed and has a quantity, and
    • 4) there is no written objection within 10 days
  11. What is the Suretyship "Main Purpose" exception to the SOF?
    It provides an exception to the writing requirement for a surety arrangement

    Rule: If the surety's main purpose in becoming a surety was to benefit himself, then no writing is required.

    NY Distinction: NY does not recognize the exception, and therefore surety arrangements in NY always require a writing.

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