Unit 4 Chapter 15 Oral contracts provided by statute are just as enforceable as a written contract unless otherwise Under the parol evidence rule a complete written contract can t be modified The parties may decide to testify that the intended meaning of the terms are altered or varied in terms different Statute of Frauds certain types of contracts must be in writing o This was originally made law in 1677 by the English parliament o Purpose to prevent people from lying in court about an oral contract the statute relates only to the proof or evidence of a contract o Contracts within the Statute of Frauds 1 Promises to answer for the duty of another 2 Promises of an executer or administrator to answer personally for a duty of the decedent whose funds he is administering paying off the debts of someone who died if you are in charge of the estate 3 Agreements upon consideration of marriage I ll only marry you if you give me 1 million 4 Agreements for the transfer of an interest in land 5 Agreements not to be performed within one year 6 The sale of goods under the UCC that are greater than or o Electronic Records equal to 500 The Uniform Electronic Transaction Act UETA applies to transactions that are conducted by electronic means gives full effect to electronic contracts and signatures excludes wills codicils and testimony trusts enforceable across the U S for many types of transactions in or affecting interstate or foreign commerce makes electronic signatures and records valid and E Sign Suretyship Provisions o A contractual promise by a surety promisor to a creditor promisee to perform the duties of a third person principal debtor if the third party does not perform o Must be in writing to be enforceable o The promise is collateral the promisor is not primarily liable Original Promise Statement of Frauds does not apply when the promisor decides to be primarily liable do this for this person and I will pay you money Main Purpose Doctrine Not within the Statute of Frauds when the promisor surety obtains an economic benefit for themselves Promise Made to Debtor not within the Statute of Frauds a promise to someone to pay their debt not a promise to the creditor Executor Administrator Provision contractual promises of an executor of a decedents will to answer personally for a duty of the decedent o Executor Administrator a person appointed by the court to carry on the administration of the estate of a deceased person o Promises to pay the debt of the decedent must be in writing to be enforced Marriage Provisions o Does not apply to mutual promises to marry Person1 Will you marry me Person2 Yes o Applies to a marriage only if the proposal includes an additional consideration such as an offer of land or money Land Contract Provision o Covers promises to transfer any interest in land which includes any right privilege power or immunity in real property o Part Performance o Does not cover personal property short term leases less than a year contracts to build a building on a piece of land contracts to work on the land or contracts to insure a building on the land courts may enforce an oral contract for the transfer of land if the party seeking enforcement relies on the contract so that injustice can be prevented only by enforcing the contract transferee must have paid a portion of the purchase price and has either taken possession of or made valuable improvements on the land One year Provisions o If it cant be performed in one year then the contract must be in o The Possibility Test writing possible for performance to occur within one year whether the terms of the contract make it o Contracts of indefinite duration are excluded from the Statute of Limitations Computation of Time the contract runs from the time that it was made not from the time performance starts Full Performance by One Party if one party to a contract has fully completed their promise within a year unexpectedly then the contract is still enforceable Sale of Goods contract must be in writing if the sale of goods is for 500 or more o Specially Manufactured Goods an oral contract can be enforced if the goods were made specifically for the buyer and can t be easily readily sold in the market o Delivery or payment and acceptance partial performance makes an oral contract enforceable Modification or Rescission of Contracts within the Statute of Frauds o Oral contracts modifying previously existing contracts are unenforceable if the resulting contract is within the Statute of Frauds Compliance with the Statute of Frauds o Must be a sufficient writing memorandum or record General Contract Provisions 1 Must specify the parties to the contract 2 Specify the subject matter and essential terms of the unperformed promises 3 Be signed by the party to be charged Effect of Noncompliance o If a contract is supposed to be under the Statute of Frauds and o Full Performance did not comply with its requirements then the contract is unenforceable been performed by all parties the Statute of Frauds no longer applies after all promises of an oral contract have o The statute of Frauds only applies to executory contracts o Restitution if a party acts in reliance upon an unenforceable contract under which the Statute of Frauds applies the relying party can recover the value of services already provided Fraud can be enforceable if a party has reasonably relied upon the promise in such a way that injustice can only be avoided by enforcing the promise an oral contract under the Statute of o Promissory Estoppel Parol Evidence Rule permitted to show that the contract they made differs from the terms and provisions that appear in the written agreement as a rule of substantive law neither party is later o Also applies to wills and deeds The Rule o Parol Evidence any evidence whether oral or in writing o Parol evidence rule only applies to an integrated contract in certain writings the parties have assented as the statement of the complete agreement or contract between them Situations in which the Rule does not apply 1 Contract that is partially written and partly oral 2 A clerical or typographical error that obviously does not represent the agreement of the parties 3 Evidence showing lack of contractual capacity 4 A defense of fraud misrepresentation duress undue influence mistake illegality or unconscionability Interpretation of Contracts Supplemental Evidence o A written contract may be supplemented by 5 A conditioned precedent to which parties agreed