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Contracts II
Stetson University School of Law
Morrissey, Joseph F.

Outline
 
·                   Statute of Frauds
o                        Crabtree v. Elizabeth Arden Sales Corp. (1953)
·                               An unsigned agreement commissioned under the direction of D that contained all of the essential terms required in the SOF satisfied the “memorandum” requirement of the statute in question and created a valid contract.
·                               Several documents were “linked” through oral testimony (despite the fact that they did not expressly refer to one another) in order to satisfy the SOF
o                        Notes:
·                               One Year Clause:
§                                     Courts have been lenient in interpreting the one-year provision of the statute of frauds
§                                     The standard view is that a contract is not subject to the statutory provision if it is possible to be performed within a year, even though the prospect of such performance is remote
·                                           Freedman v. Chemical Construction Corp. (1977)
·                                                 An oral promise to pay a fee upon completion of a chemical plant was enforced even though 9 years in fact had passed by the time the plant was completed because the court found that the plant could have been completed in under a year
§                                     Normally, courts distinguish between performance and termination within one year.
·                                           The fact that a contract may be terminated within one year is not sufficient to remove the contract from the requirements of the SOF
·                                           D&N Boening, Inc. v. Kirsch Beverages (1984)
·                                                 Oral contract to continue for as long as products were “satisfactorily distributed” was subject to SOF; only breach could terminate within one year
·                                           Ohanian v. Avis Rent A Car Systems, Inc. (1985)
·                                                 Allowing for termination for “just cause” does NOT remove the year contract from the SOF
·                                                       Just cause terminations are not a breach of contract
§                                     Lifetime Contracts
·                                           Courts generally hold that a defense of the one year requirement of lifetime contracts for employment is insufficient due to the fact that the contract could terminate for performance by the death of the employee within that year
·                               Memorandum forms:
§                                     Courts have given “memorandum” effect to such documents as:
·                                           Unsent letters
·                                           Offers
·                                           Documents that attempt to repudiate contractual liability
·                                           Diary
·                                           Minutes of a meeting
·                                           Letters to third parties
o                        Alaska Democratic Party v. Rice (1997)
·                               Promissory Estoppel was applied to award damages for breach of an agreement that failed to satisfy the SOF requirements.
o                        Notes:
·                               Application of Promissory Estoppel to SOF cases:
§                                     Courts have generally applied the theory of promissory estoppel in two situations within the SOF realm:
·                                           A misrepresentation that the SOF’s requirements have been met
·                                           Promise(s) to put the agreement in writing
·                               Restitution instead of enforcement
§                                     Some courts have used restitution as a means

found that the trial court erred in applying a “constructive” standard to what should have been an interpretive analysis. The rule applied was that the contract should be read in cases of ambiguity against the drafting party. The appellate court found that this was inappropriate for an interpretive analysis.
·                               Notes:
§                                     In order to enforce the terms alleged by P, the trial court must find that D knew or should have known of the intended meaning of P AND that P did not know of the intended meaning of D. 
§                                     Principles of Interpretation:
·                                           Noscitur a sociis – the meaning of the word is affected by others in the same series (context)
·                                           Ejusdem generis – general terms joined with specific ones will be deemed to include only things that are like (of the same genus) as the specific one.
·                                           Expressio unis exclusio alteris – if one or more specific terms are listed, without any more general or inclusive terms, other itmes although similar in kind are excluded
·                                           Ut magis valeat quam pereat – interpretation that makes the contract valid is preferred to one that makes it invalid
·                                           Omnia praesumuntur contra proferentem – if a written contract contains a word or phrase that is capable of two reasonable meanings, the one that is less favorable to the drafting parties is preferred