Statue of Frauds – the requirement that the contract be in writing, not just oral. The purpose is to prevent fraud.

MYLEGS
Restatement Name Rule Case
§ 124 (M) The Marriage A promise made for which all or part of the consideration is either marriage or a
Provision promise to marry is within the S of F, except in the case of an agreement which consists
only of mutual promises of two persons to marry each other
§ 130 (Y) Contracts not (1) Where any promise in a contract cannot be fully performed within a year from the The mere possibility that the contract can be
to be performed time the contract are within the Statue of Frauds until one party to the con contract completed in a year means the S of F is not a
within a year completes his performance. defense: example - A and B a railway, agree that
(2) When one party to a contract has completed his performance, the one-year A will provide grading and ties and B will
provision of the Statue does not prevent enforcement of the promises of other promises construct a switch and maintain it as long as A
needs it for shipping purposes. A plans to use it
lifetime K – not required to be in writing for shipping lumber from adjoining land which
contains enough lumber to run a mill for 30 years,
and uses the switch for 15 years. The contract is
not within the one-year provision.
§ 125 (L) Contract to (1) A promise to transfer to any person any interest in land is within the S of F
Transfer, Buy, or (2) A promise to buy any interest in land is within the Statute of Frauds, irrespective Part Performance?
Pay for an Interest of the person to whom the transfer is to be made.
in Land (3) When a transfer of an interest in land has been made, a promise to pay the price, if
originally within the S of F, ceases to be within it unless the promised price is itself
in whole or in part an interest in land.
(4) Statutes in most states except from land contract and one year provisions of the S
of F short-term leases and contracts to lease, usually for a term not longer than
one year
§ 111 (E) Executor A contract of an executor or administrator to answer personally for a duty of his
decedent is within the S of F if a similar contract to answer for the duty of a living
person would be within the statute as a contract to answer for the duty of another
§ 2-201 (G) Sale of Goods (1) A contract for the sale of goods for the price of $500 or more is not enforceable Writing Requirements for UCC: 2-201(1)
by way of action or defense unless there is some writing sufficient to indicate 1. Quantity being bought and sold
that a contract for sale has been made between the parties and signed by the 2. Sufficient evidence that parties made an
party against whom enforcement is sought or by his authorized agent or agreement
broker. Writing is not insufficient because it omits or incorrectly states a term 3. Signed by the party being sued
agreed upon but the contract is not enforceable under this paragraph beyond
the quantity of goods shown in such writing. Merchant’s 5 requirements:
(2) Merchant Exception: ANSWER THE DAMN LETTER Between merchants if 1. Both parties are merchants
within a reasonable time a writing in confirmation of the contract and 2. “Reason to know” of its content
sufficient against the sender is received and the party receiving it has reason to 3. Written confirmation of the K
know its contents, it satisfies the requirements of (1) against such party unless 4. Message sent within reasonable time
written notice of objection to its contents is given within 10 days after it is 5. No objection in 10 days
received.
(3) A contract which does not satisfy the requirements of (1) but which is valid in
other respects is enforceable if (A) goods are to be specially manufactured for
the buyer and are not suitable for sale to others in the ordinary course of the
seller’s business and the seller, before notice of repudiation is received and
 under circumstances which reasonably indicate that the goods are for the
buyer, has made either a substantial beginning of their manufacture or
commitments for their procurement or (B) the party against whom
enforcement is sought admits in his pleading, testimony or otherwise in court
that a contract for sale was made, but the contract is not enforceable under this
provision beyond the quantity of goods admitted, or (C) with respect to goods
for which payment has been made and accepted or which have been received
and accepted. 2-606
§ 112 (S) Requirement A contract is not within the Statute of Frauds as a contract to answer for the debt of
of Suretyship another unless the promise is an oblige of the other’s duty, the promisor is a surety for
the other, and the promise knows or has reason to know of the suretyship relationship.
§ 115 Novation A contract that is itself accepted in satisfaction of a previously existing duty of a third Three parties and all must be in agreement, An
person to the promise is not within the Statute of Frauds as a contract to answer for the agreement whereby a creditor releases the
duty of another debtor, and accepts in exchange the obligation of a
third party. This is not a suretyship clause, and as
an oral agreement may be enforceable.

Example: Alex promises Jake his car on Saturday

AM. On that morning, Jake shows up with Michelle
and he promises to buy the car instead. All 3 must
agree that Michelle is being substituted for Jake.
§ 116 Main Purpose; A contract that all or part of a duty of a third person to the promise shall be satisfied is Furthers own interest
Advantage to not within the Statue of Frauds as a promise to answer for the duty of another if the
Surety consideration for the promise is in fact or apparently desired by the promisor mainly
for his own economic advantage, rather than in order to benefit the third person. If
however, the consideration is merely a premium for insurance, the contract is within
the Statue.
Writing / Recording Requirements
§ 131 General Requisites A contract within the S of F is enforceable if it is evidenced by any writing, signed by or
of a memorandum on behalf of the party to be charged, which (a) reasonably identifies the subject matter
of the contract (b) is sufficient to indicate that a contract with respect thereto has been
made between the parties or offered by the signer to the other party, and (c) states with
reasonable certainty the essential terms of the unperformed promises in the contract.
§ 132 Several Writings The memorandum may consist of several writings if one of the writings in the
circumstances clearly indicates that they can relate to the same transaction.
§ 134 Signature The signature to a memorandum may be any symbol made or adopted with an
intention, actual or apparent, to authenticate the writing as that of the signer.
§ 135 Who Must Sign Where a memorandum of a contract within the Statue is signed by fewer than all
parties to the contract and the Statute is not otherwise satisfied, the contract is
§136 enforceable against the signers but not against the others.

Time of Memo A memorandum sufficient to satisfy the Statute may be made or signed at any time
before or after the formation of the contract
§ 137 Loss or The loss or destruction of a memorandum does not deprive it of effect under the Statute
Destruction of a
Memo
 The final written The PER bars evidence that tries to “add to, alter, or vary” the written terms of the
terms supersede agreement. When parties try to introduce evidence of earlier negotiations to show the
all prior terms of the agreement are other than what is in the writing.
negotiations.
Parol Evidence Rule – a writing general prevail over any previous oral or written agreements
§ 209 Integrated The parties intended writing to be a complete statement of the terms of their (1) Integrated agreement is a writing(s) constituting a
Agreements agreement. If yes – then PER bars evidence of prior negotiations for at least some final expression of one or more terms of an
purposes agreement (2) Whether there is an integrated
Factors determining complete integration: 1. Length of Agreement 2. Detail of agreement is to be determined by the court as a Q
Provisions 3. Formality of Setting 4. Elaborate agreements signed by both parties 5. preliminary to interpretation or application of the
Confirmations sent at the close of the deal parol evidence rule (3) where the parties reduce the
agreement to a writing which reasonable seems
complete, it is taken as an integrated agreement
unless established otherwise

Williston: 4 Corners/Writing is supreme, unless

intent is shown it was not meant to be final. 209 &
210

General Rule: The more complete, detailed, and

complex a formal writing, the more likely that it will
be final and complete—unless it is evident that the
intent was not to be final.
§210 Completely and If yes – then may allow oral evidence (1) Completely integrated agreement is adopted by
partially Test for allowing Oral Evidence: the parties as the complete and exclusive statement of
integrated 1. The agreement must be a collateral one (supplementary or complementary) the terms (2) partially integrated is an integrated
agreements 2. It must not contradict express or implied terms of the writing) agreement other than completely integrated (3)
It must be one that the parties would ordinarily be expected to embody in a writing whether complete or partial is a Q for the court
Partial Integration
Document is intended by the parties to include all
details of the agreement. The writing is complete as
to (1) intent and (2) complete.
-Prior evidence may not be used to add to the terms
or contradict
-Factors: Length of agreement, detail of provisions,
formality of setting, elaborate agreements signed by
both parties, confirmations at the close of the deal
Exceptions
C-A-P-C-A-D
§ 214 (C) Collateral Agreements/ negotiations prior to or contemporaneous with the writing are admissible to Mitchell v. Lath- icehouse—oral agreement would
Agreement establish (a) writing is/is not integrated, (b) integrated agreement is partial or complete, (c) vary the K
the meaning of the writing, (d) illegality, duress, fraud, mistake, lack of consideration, and
Evidence of Prior (e) grounds for granting/denying rescission, reformation, specific performance, or remedy Two contrats
or
 Contemporaneous Partial Integration Rule: Writing is not intended to include all the details of the agreement. 1. agreement must be collateral
Agreements and Writing is final as to (1) intent but not (2) complete. Evidence may be admitted as long as it 2. may not contradict K
Negotiations doesn’t contradict. 3. must be one the parties would not normally be
-Factors: Informal memorandum, exploratory letters/telegram, documents that embody one- expected to put in writing
sided obligation (deeds/prom
isory notes)
§ 216 (A)Ambiguity (1) Evidence of consistent additional terms is admissible to supplement an integrated
agreement unless the court finds that the agreement was completely integrated; (2) 1. Words
Consistend an agreement is not completely integrated if the writing omits consistent additional 2. Course of Performance – the way in which the
Additonal Terms agreed term for (a) separate consideration or (b) a term that might naturally be parties have conducted themselves in
omitted from the writing effectuating the contract at hand
3. Course of Dealing – past conduct in previous
Corbin View contracts
4. Usages of Trade/ custom – any practice or
method of dealing having such regularity of
observance in a place vocation or trade as to
justify an expectation that it will be observed
with respect to the transaction in general.
§ 217 (C) Condition If parties agree that a K will not come into existence until a particular event occurs, evidence Luther v. Williams—no provision made on financing
Precedent of condition precedent will be admitted to establish said condition. so parol evidence admissible
Integrated
Agreement Subject 1. Can evidence be admitted to show the parties didn’t intend the writing to be a complete
to Oral statement of transaction? 2. Would the testimony regarding the condition precedent
Requirement of a contradict the writing when the K states there are no agreements other than those in the K?
Condition
(C)Consideration
(A)Additional
Terms
214 d (D) Defenses 8 Common Law Police Men: 1. Misrepresentation 2. Mistake 3. Duress 3. Capacity 4. Attack in entirety
Undue influence 5. Unconscionable, violation of public policy illegality
Final Written Terms with respect to which the confirmatory memoranda of the parties agree or which are Jordan Case: 2 alleged warranties. 1 Oral 1 Written.
§2-202 Expression: Parol otherwise set forth in writing intended by the parties as a final expression of their agreement The written warranty has a disclaimer that excluded
or Extrinsic with respect to such terms as are included therein may not be contradicted by evidence of any all oral warranties.
Evidence prior/contemporaneous/oral agreement but may be explained by course of dealing, trade, Held: PER and oral warranty not permissible bc
evidence of consistent additional terms inconsistent with prior written agreement

1. Course of dealing: past Ks

2. Course of performance: installments on this K
3. Trade usage: regular trade customs and practice

*Exception: For these to be excluded, must be “carefully negated” in writing

RULE: Parol evidence allowed UNLESS agreement is shown to be the complete and
exclusive statement

PER: The final written K can not be contradicted by extrinsic evidence. A writing generally prevails over any previous or oral or written agreements. The rule is
designed to carry out the intention of the parties and facilitate judicial interpretation.
Merger Clauses
1. If it is detailed, more likely to be held as valid merging of all previous agreements and negotiations of the parties. The writing is final and complete.
2. If nothing else, the merger strengthens the preseumption that the writing is final and complete.

Willison v. Corbin
1. Williston= Total integration (1) Final and (2) Complete = 209/210
 Writing is supreme, unless contrary intent appears that the parol is to be part of the K. Intent is likely found in the first writing.
2. Corbin =Partial Integration (1) Final but not (2) complete = 214 and 216
 Parties likely didn’t include everything in the writing. Allow parol unless parties clearly say writing is supreme.

3. The more length and detailed the writing, the more likely that it is integrated.