Major UCC’s to Know
2-201 – Statute of Frauds
– Must be marriage contract, year contract, land contract, surety contract, or sale of goods contract
– Check to see if the contract satisfies the writing requirement
o Writing contains the material terms that evidence a contract, quantity, and is signed by the party to be charged (does not have to be signed by both parties)
§ A signature does not have to be a written name specifically – it can also include a symbol or letterhead.
– Check for exceptions to Writing Requirement
o Land Contract
§ Part performance or reliance (estoppel) exception – a party that relies on an oral promise may enforce the promise to the extent justice allows
§ Must establish that he relied on oral promise of seller to sell property, reliance was foreseeable, and injustice can only be avoided by enforcing the transfer
o Agreements where terms enforce that the performance cannot be completed within a year
§ Majority holds that where one party completely performs his obligations when the other party cannot complete within a year, the contract is taken outside the Statute and cannot be enforced by party who has performed.
§ Must establish the existence of a writing identifying the subject matter of the contract, the writing is signed by other party, and the writing evidences the parties intended to make a binding contract
o Suretyship Contracts
§ A surety is a person who is liable for the duty of another (the debtor). Both the surety and debtor are liable to the obligee (creditor). The creditor must seek performance first before he can look to the surety, who is secondarily liable.
§ A party seeking to enforce a contract for suretyship against the surety must establish
· The existence of a writing identifying the debtor, surety, obligor, and terms of the agreement
· The writing is signed by the surety, and
· The writing shows an intent to enter a suretyship agreement
o Sale of Goods Contract
§ Merchant’s confirmatory memorandum exception:
· Transaction between merchants
· Record sent within a reasonable time
· Received by the other party who has reason to know of its contents
· Memorandum satisfies writing requirements of 2-201(1)
· Not objected via writing within 10 days after receipt
§ Specially manufactured goods – oral contract enforceable if goods are specially made
§ Admission – the party admits under oath that an oral contract was made and is therefore enforceable
§ Performance – if the buyer has completely paid for goods or if seller has delivered goods, remaining promises under contract are enforceable
o Remember that estoppel should be considered as well when considering these exceptions
§ Reliance exception – a party that reasonable relies on an oral promise otherwise subject to the Statute of Frauds may enforce the promise to the extent justice allows (alw
is a non-merchant, the offeror’s terms are in control. Any additional terms in the acceptance are merely proposals for addition to the contract, which may or may not be accepted by the offeror.
o If both parties are merchants, the offeree’s terms apply UNLESS
§ The offer expressly limits acceptance to the terms
§ The additional terms materially alter the offer; or
§ Notification of object to the additional terms is given within reasonable time after notice of them has been received.
o Only if none of these conditions apply will the additional terms be part of the contract.
o The presence of a different term in the seller’s acknowledgement will not prevent a contract from forming, but once a contract has been made, the different terms can never be part of the contract.
– If the purported acceptance is not valid, the parties have no contract based on their writings (and 2-207(2) is not used). HOWEVER, if the parties perform, they have a contract by conduct and the third step is to apply 2-207(3).
If there is a contract based on writings, its terms MUST be governed by 2-207(2). Otherwise, contracts made by conduct work with 2-
