Chapter 15
Contracts in Writing
Objectives:
1. Five kinds of contracts covered by statute of frauds, and UCC written contracts
2. What writing is required?
3. Other methods of complying with statute of frauds
4. Parol evidence rule
5. Rules of interpretation
I. Statute of Frauds
A. Most contracts do not need to be in writing. S/F makes some contracts enforceable only if evidenced by a writing.
B. Contracts within the statute of frauds
1. Suretyship (promise to answer for debt of another)
Carter v. Allstate, p. 274.
Facts: Allstate insured D. C claimed against D. C says Allstate promised over phone to pay the claim. Allstate denied, made SJMO arguing that S/F applies.
Issue: Did the settlement agreement need to be in writing?
Holding: No. An insurer is primarily liable, and the settlement agreement was a new obligation on Allstate's part.
2. Executors (promise to answer personally for debt of estate)
3. Consideration of marriage
4. Land
5. Contract cannot be performed within one year
Iacono v.
Facts:
Couple go to
Issue: Can the agreement be enforced if not in writing?
Holding: Yes. It was possible they could have one a small amount payable immediately, and therefore possible to perform within one year.
6. Sales of Goods under UCC, over $500
Kalas v. Cook, p. 278.
Facts: Printer printed a bunch of materials (about $25k), on an oral promise to pay. Customer died. Printer made claim on estate.
Issue: Are the goods covered by the UCC and therefore need to be in writing?
Holding: No. Specially made goods are not covered by S/F.
C. Modification of contract
1. Look at new K, whether it is covered by S/F is what counts
D. Compliance with S/F
1. Need not be a formal contract, only a "writing" or "memorandum"
2. Parties, subject matter, signed by party to be charged
Estate
of
Facts: J and D draft document to convey 79 acres from J to D, with J retaining 1.3 acres. Agreement had a general drawing, but no legal description of the property to be conveyed. J died, and D seek to enforce agreement.
Issue: Does this document comply with S/F?
Holding: No. You cannot use testimony to flesh out the description.
3.
E. Effect of non-compliance
1. Full performance makes problem go away
2. Restitution (pay back benefit conferred)
3. Promissory estoppel (protect reliance interests)
II. Parol Evidence Rule
A. Outside evidence may not be admitted to vary the terms of an integrated contract
B. Integrated contract (usually has a clause saying the writing is the entire contract)
Leitz v. Thorson, p. 284.
Facts: Landlord tenant case. Lease has integration clause. Lease says T may only put up signs with L's written consent. L consented orally, but city does not allow another sign on property.
Issue: Does the parol evidence rule bar testimony regarding the oral promise?
Holding: No. Testimony indicated that there was no intent that lease was whole agreement, in spite of integration clause.
C. Exceptions
1. Part oral, part written agreements
2. Typoes
3. Lack of capacity
4. Defense of fraud or misrepresentation
5. Oral condition precedent
6. Subsequent mutual recission or modification
7. Explain ambiguous terms
8. Separate contract
III. Contract Interpretation Rules