Twomey

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Twomey JenningsBUSINESS LAW

• Chapter 17
• Writing, Electronic Forms, and Interpretation of
  Contracts

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Statute of Frauds

• Oral agreements are generally enforceable.
• However certain agreements must be in writing and
  signed to be enforceable under the Statute of
  Frauds.

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Statute of Frauds

• A contract must be in writing in the case of
• (1) an agreement that cannot be performed within
  one year after the contract is made,
• (2) a sale of any interest in real property,
• (3) a promise to answer for the debt of another,
• (4) a promise by the executor of an estate to pay
  a claim against the estate from personal funds,
• (5) a promise made in consideration of marriage,
• (6) the sale of goods for a price of 500 or
  more.
• Local statutes may include other types of
  contracts, such as a contract between a landowner
  and a real estate agent.

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Contracts and the Statue of Frauds
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Signatures

• The written contract must be signed by the
  defendant against whom suit is brought in order
  for a contract to be enforced.
• The signing may be made by printing, stamping,
  typewriting, or any other means that is intended
  to identify that party.
• E-Signatures can be enforceable under E-Sign and
  UETA.

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Effect of Non-Compliance

• To avoid unjust enrichment, a plaintiff barred
  from enforcing an oral contract may recover from
  the other contracting party the reasonable value
  of the benefits conferred by the plaintiff on the
  defendant.
• To prevent the statute of frauds from being used
  to defraud a party to an oral contract, the
  courts by decision have made certain exceptions
  to the statute of frauds.

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Parol Evidence Rule

• Prohibits introduction at trial of oral
  statements to add to/modify or contradict the
  written agreement that is fully integrated or
  otherwise complete.
• Some courts have liberalized the rule so that
  parol evidence is admitted when it will aid in
  interpreting the writing.

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Parol Evidence Rule Exceptions

• The parol evidence rule does not bar evidence
  when the writing is incomplete or ambiguous when
• There are allegations of fraud, duress, mistake
  or illegality
• A contract has been modified.

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Rules of Interpretation

• Contradictory Terms.
• Is there a contract? If so, what are the terms?

• Implied Terms Good faith and fair dealing.
• Conduct and Custom.

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Rules of Interpretation

• Avoidance of Hardship.
• Generally a party is bound by a bad agreement,
  but a court will try to avoid hardship.