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Contracts II
Stetson University School of Law
Adams, Kristen David

I. SOF
-Disfavored, and highly lenient
a. Policy: buffer to snuff out the possibility of fraud (not fraud)
i. Highly disfavored, kills day in court (otherwise valid K)
ii. Beef up cautionary and evidentiary steps
b. Relevant when… (SM1LES) (R110)
i. Surety Ship – promise to pay someone else debt (hard to enforce otherwise)
ii. Marriage – promises from 3rd party made in consideration of marriage
iii. 1 Year – If 366 days or more (If “could be completed/performed” (liberally defined) then not applicable)
(looking at performance, anything can be terminated in a year)
-no at will Ks
-no life time Ks
iv. Land – any interest (1-month lease)
v. Executor – or administrator for an estate
vi. Sales $500 or more – (UCC 201)
c. In Practice…
i. R131 – has to be enough writing to convince the court its not a sham
-K is good if:
1. reasonable identifies the subject matter,
2. essential terms,
3. Identify both parties
4. Signature (of defendant/against party charged) R135
a. R134 – initials or symbols = sig
b. Email or letterhead will usually suffice
c. Check will suffice if signed/endorsed + $ amount + sufficient to identify subject (Buffaloe)
ii. “Record” could made before or after agreement
iii. R133 – any document satisfies (even internal notes/memos)
1. (rejection admitting K could be enough)
iv. R132 – Multiple Writings (R132) can work if: (OR “connection rule” – convincingly connect)
1. Clearly indicate same transaction
*Crabtree –> (1)contractual relationship established & (2)other documents must refer to the same
transaction to fulfill essentials (3 documents to meet all criteria) (No parole evidence used)
v. R137 – K and SOF could be satisfied even against destroyed document
d. Remedies
i. R129 – Reasonable Reliance over land, but only if “injustice can only be avoided by specific performance”

Usually injunction most challenging to achieve (backwards here) (discuss equity policy)

ii. Business Tort Law (R766, R767) when… breach of K with “maliciousness”

Potential punitive

Less SOL time

*Winternitz –>leasee was going to sublease to another, but deal was stolen (unsigned completed K )
–> Unenforceable K can still be enforced because of 3rd party actions when interference???
iii. R139 – PE Plus -reasonable foreseeable reliance on strong detriment
-(controversial, rarely given) (special restitution)
*Ala

ce if given within 10 days (rejections can admit contract exist-careful)
i. Binding for both parties
4. Received (actually get) (above mailbox rule)
5. Confirmation is sufficient against the sender (detailed enough to be legally binding by 2-201(1)))
6. Receiver must be familiar with contents (can’t just make a K)
iii. Special exceptions (part 3):
a. Special made goods, only useful to party, already made commitment to some level
b. Admission of K (only to amount admitted)

3C – Goods that have been paid or received and accepted (recovered up to input)

*Buffaloe–>court said after 4 days D had accepted the payment (ignoring phone call canceling next day)—court also argues that P accepted the barns by taking possession (shaky), telling friends, paying insurance, improved, paid for auctioneer and newspaper ad, and received 3 deposits from sellers.
-must make payment and have it accepted by buyer (acceptance may be inferred)
d. Partial Performance is recovered up to input when: