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Contracts II
Western New England University School of Law
Cohen, Amy B.

CONTRACTS OUTLINE SECOND SEMESTER

Statute of Frauds—DEFENSE AGAINST FRAUDULENT CONTRACT CLAIMS
What is it?
v     Statutes (many) within each state that require some sort of written memo to enforce a promise. Contracts need writing generally, often witnesses
o       However not all contracts in writing are enforceable
o       Common law nature although created w/in legislature
Why?
v     To prevent fraudulent claims—to make sure have some care w/ creation of contract
o       Con:            Persons who honestly didn’t follow rules of statute are penalized
v     Why enforce w/o—to make transactions easier, promote transactions, don’t want to defraud persons who thought they had contract
What do you need?
v     Need to follow rules within particular state
v     Still need consideration or some other substitution
When does it apply? §110
Executor or administrator paying debts or duty of descendant
behalf of person who has died
Pay debt of another:
why—make sure it would happen, not to be under SOF if the promise is a benefit to executor
Consideration of marriage
Used to be able to enforce promise to marry
No prenup, b/c people may lie at end of marriage
Sale of land interest
Land is valuable asset; expensive so want evidence of what is required
If possibly executed in 1 year then does not qualify
Contracts of life not in SOF b/c could die tomorrow—some courts disagree
If contract not to be performed w/in one year from creation
Evidence if people change their mind or forget
Narrowed over the years to only apply to contract that could not have possibly been performed in less than a year
UCC 2-201
Statute of Frauds within the UCC applies when goods, securities, personal property
UCC SOF is different from general SOF
Enforcement
v     Strict enforcement
v     Lenient enforcement
o       More common, limitations to scope of the statute, if a promise is to the advantage of the promisor the statute is not applied
How to Evaluate SOF problems
Is this a transaction governed by the Statute of Frauds? §110
If falls w/in §110 and is not in writing it is not enforceable
Raised as a defense to avoid enforcement
i.      I have no duty b/c contract not signed so there isn’t an enforceable contract
Not raised to prove that a contract is enforceable
Does contract have to be in writing
If not under SOF categories NO don’t need writing
i.      May prove enforcement by oral or written evidence that is direct or circumstantial
If under SOF categories YES §131—IS SOF satisfied
i.      Is there a written agreement
1.      even if No—are there other factors in the case, performance or reliance by

to be charged assented to unsigned doc though oral evidence etc.
c.       All contract terms are in writing not provided by parol evidence (oral)
v     Restatements also involved    
o       131b—only have to be a signed offer
o       134—signature to a memo may be any symbol
o       133—writing may be ok if not made as a memo
o       132—memo consist of several writings and they clearly relate to same trans
§         Comment c—contract must be established in on doc. signed
Crabtree v. Elizabeth Arden Sale Corp: NY Ct of Appeals 1953
Why SOF—Contract goes beyond 1 year—Can documents be drawn to satisfy SOF
Facts:P left job to become sales manager for D, Arden had secretary write on telephone pad salary break down, said 2 years to make good, P accepted job and D welcomes. (CONSIDERED THE UNSIGNED DOCUMENT) at work pay roll card change initialed by D, stated pay breakdown 1st pay increase occurred but 2nd didn’t. Comptroller prepared another pay roll doc and signed it, Arden refused to approve doc. P action for breach of contract; D claims no agreement to employ P for 2 years, even if contract not valid b/c SOF. TC for P and Ap Af.