A. Writing Issues1. The Statute of Fraudsa) Generally, oral contracts are enforceable, but the Statute of Frauds requires that certain contracts be in writing, or that there is written evidence of their existence.b) Contracts that require a writing(1) Contracts involving the transfer of real estate(2) Promises to pay the debts of another(3) Contracts that by their terms cannot be completed within 1 year(4) Contracts for the sale of goods for $500 or more.c) Sufficient writing(1) Identifies parties(2) Identifies the nature of the contract(3) Signed by the party to be charged (sued)B. Implied Ks at Law1. Promissory estoppela) Detrimental relianceb) Justifiable reliance2. Quantum meruita) Trying to prevent unjust enrichmentb) A party may not, however, force a contract upon another.II. Performance, Breach, and RemediesA. Performance1. Conditionsa) Precedentb) Subsequent2. Complete performance v. Substantial performanceB. Breach1. Anticipatory2. Material v. immaterialC. Excused Performance1. Agreement2. Operation of Lawa) Bankruptcyb) Statute of Limitationsc) ImpossibilityD. Remedies1. Money damagesa) Compensatory (and incidental)b) Consequentialc) Liquidatedd) Nominal2. Mitigation of damages3. Equitable remediesa) Rescissionb) Restitutionc) Specific performance(1) Available only for rare or unique items.III. Sales Law (Contracts for the Sale of Goods)A. Application1. Goods2. Some special requirements for merchantsB. Formation of a Contract for the Sale of Goods1. Mutual Assenta) Offer(1) Less definite(2) Firm offer rule(a) Made by a Merchant; and(b) In Writingb) Acceptance(1) Code rejects the mirror image rule(2) Intent to be bound2. Considerationa) Modification of a pre-existing contract does not require considerationb) Good faithC. Statute of Frauds1. Contracts for $500 or more2. Exception: Specially manufactured goods.D. Performance Issues1. Tendera) When a party is ready, willing and able to perform the terms of the bargainb) Place of tender: Seller’s business2. Perfect Tender Rulea) Seller’s tendered goods must conform exactly to the terms of the contract. Any deviation allows the buyer to reject the goods, or make a partial rejection.b) Exceptions(1) Cure(2) AgreementIV. TORT LAWA. Definition of a Tort1. Civil wrong that leads to injurya) Generally civil as opposed to criminalb) Injury includes(1) Damage to property(2) Physical injury to a person(3) Mental injury2. ExamplesB. Types of Torts1. Intentionala) Involves purposeful conduct which leads to injury(1) Intent to injure is not required, only the intent to act.(2) Example: Batteryb) Many intentional torts are crimesc) Some intentional torts that arise in business(1) Tortious interference with a contract(2) Fraud/misrepresentationMGMT 217 1st Edition Lecture 12Last Lecture Outline:A. Writing Issues1. The Statute of Fraudsa) Generally, oral contracts are enforceable, but the Statute of Frauds requires that certain contracts be in writing, or that there is written evidence of their existence.b) Contracts that require a writing(1) Contracts involving the transfer of real estate(2) Promises to pay the debts of another(3) Contracts that by their terms cannot be completed within 1 year(4) Contracts for the sale of goods for $500 or more.c) Sufficient writing(1) Identifies parties(2) Identifies the nature of the contract(3) Signed by the party to be charged (sued)B. Implied Ks at Law-courts creating a contract even though one or more elements is missing. This is done to prevent injustice.These notes represent a detailed interpretation of the professor’s lecture. GradeBuddy is best used as a supplement to your own notes, not as a substitute.1. Promissory estoppela) Detrimental relianceb) Justifiable reliance2. Quantum meruita) Trying to prevent unjust enrichmentb) A party may not, however, force a contract upon another.II. Performance, Breach, and RemediesA. Performance 1. Conditions a) Precedent b) Subsequent2. Complete performance v. Substantial performance-See, Jacobs & Young v. Kent (Reading pipes)B. Breach1. Anticipatory2. Material v. immaterialC. Excused Performance1. Agreement2. Operation of Lawa) Bankruptcyb) Statute of Limitationsc) Impossibility-allocation of riskD. Remedies-the fundamental idea is to make the injured party whole, or to put the injured party in a position as if the breach had not occurred.1. Money damagesa) Compensatory (and incidental)b) Consequential-must be foreseeable; Hadley v. Baxendale (broken mill shaft)c) Liquidated-must not be excessive/punitived) Nominal2. Mitigation of damages-non-breaching party has a duty to keep damages to a minimum.3. Equitable remediesa) Rescission-places parties in their original positionb) Restitution-return of considerationc) Specific performance(1) Available only for rare or unique items.-land is always uniqueIII. Sales Law (Contracts for the Sale of Goods)A. Application1. Goods2. Some special requirements for merchantsB. Formation of a Contract for the Sale of Goods-generally the UCC adopts the common law rules for creating a contract; what follows are the changes that the UCC makes to the common law rules.1. Mutual Assenta) Offer(1) Less definite(2) Firm offer rule-offer is irrevocable, even without consideration if the offeris:(a) Made by a Merchant; and (b) In Writing b) Acceptance(1) Code rejects the mirror image rule(2) Intent to be bound2. Considerationa) Modification of a pre-existing contract does not require considerationb) Good faithC. Statute of Frauds1. Contracts for $500 or more2. Exception: Specially manufactured goods.D. Performance Issues1. Tender a) When a party is ready, willing and able to perform the terms of the bargainb) Place of tender: Seller’s business2. Perfect Tender Rulea) Seller’s tendered goods must conform exactly to the terms of thecontract. Any deviation allows the buyer to reject the goods, or make a partial rejection.b) Exceptions(1) Cure(2) AgreementLecture outline:IV. TORT LAWA. Definition of a Tort1. Civil wrong that leads to injurya) Generally civil as opposed to criminal b) Injury includes(1) Damage to property(2) Physical injury to a person(3) Mental injury2. Examples-malpractice, car accidents, slip and fallB. Types of Torts1. Intentionala) Involves purposeful conduct which leads to injury(1) Intent to injure is not required, only the intent to act.(2) Example: Batteryb) Many intentional torts are crimesc) Some intentional torts that arise in business(1) Tortious interference with a contract(2)