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Contracts II
University of Connecticut School of Law
Anderson, Jill C.

Contracts II

Professor Jill Anderson

Spring 2014

Definiteness

· Just needs enough to fill in the gaps

· Toys

o The term “renegotiated” was enough

· Loose standard

· Eastern Airlines

o Party that made contract was the one trying to get out of the deal

· Contracts that volley between two parties

Statutes of Frauds

· Each jurisdiction has its own

· Not having a signed writing can make a contract unenforceable

· Whenever there is an oral agreement – is this agreement in the statute of frauds?

· Questions

o Is this an agreement that requires a signed writing in order to be enforceable?

o Is this agreement within the jurisdictions statutes of frauds?

· Four most common categories

· Sale of interest in land

· Promise to guarantee the debt of another

· Suretyship

· In a debt relationship you have the obligee (person to whom the obligation runs) and obligator

· Example: borrower and lender

· Surety = making a promise to guarantee the borrower debt

· Promise runs to the lender

· Promises the obligee that they will pay if the obligator cannot pay

· Novation

· Borrower and lender

· New promise from third party to the obligee

· Essentially become the new promisor

· One year provision

· Contracts that will be performed within one year of their making

· You can challenge an agreement immediately after making

· If going to take more than a year to perform – may be a bigger deal

· May be a reason to single out that category

· Sale of goods

· U.C.C.

· $500

o If yes, is there such a writing?

o If yes, is the statute of frauds satisfied?

o Is it signed by the party charged with breach who is invoking the statute of frauds defense?

· The party who is trying to use the statute of frauds as a defense

· Why called statute of frauds?

o Designed to prevent frauds

· Requiring a writing can be a barrier to fraudulent claims concerning promises that were never made

· Harder to “suddenly remember” a promise

· Purpose of a writing

· Evidentiary function

· Don’t have to rely on any memories

· Main terms are written down

· Cautionary function

· Thoroughness

· “Is this what I really want?”

· How may terms be understood in different ways

· Intent to be bound

· “Is this what I want this agreement to be?”

· Williams

o Would need Uncle William’s signature

· Not the same as saying there was never a promise

o Can say there was a promise but it’s not enforceable because it does not fall within the statute of frauds

· Cases

o Klewin

o Langman – Ferdinand’s Arcade

· For sale of goods over $500

o Needs to be a sale, not just a contract that concerns goods

· If arguing that the st

t involved

· Trying to get the best deal you can is expected

o Overreaching seems like getting too good a deal

· Question of line drawing

· Three forms

o Duress

o Fraud

o Mistake

· Void

o Neither party can enforce

o Symmetrical

· Voidable

o Binding on one party but can be voided by the other party

o Asymmetrical

o Example: minor and adult – the minor can void but the adult cannot

· Pre-existing duty rule

· Cases

Alaska Packers – won’t work unless paid more

Watkins & Son – excavators hit rock after beginning job

Austin Instruments – wanted all or none components , deal with Navy

Undue Influence

· Cousin to duress

· In duress there must be an improper threat that leaves the promisor no reasonable alternative

o About the “what” of the threat

· Somebody seems to hold more power in a situation

· About the “who” and the circumstances

· Pre-existing duty rule

o Rule of consideration

o Technical rule for making sure one party isn’t making a promise because they’re over a barrel