What contracts must be in writing to be enforceable? What contracts must be in writing to be enforceable? If it is possible for a contract to be performed

• What contracts must be in writing to What contracts must be in writing to be enforceable?be enforceable?• If it is possible for a contract to be If it is possible for a contract to be

performed within one year, must it performed within one year, must it be in writing?be in writing?• When will an oral promise to pay When will an oral promise to pay

another person’s debt be enforced?another person’s debt be enforced?

© 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 2

• If a written contract is required, what If a written contract is required, what terms are considered essential and terms are considered essential and must be contained in the written must be contained in the written document?document?• What is parol evidence? When is it What is parol evidence? When is it

admissible to clarify the terms of a admissible to clarify the terms of a written contract?written contract?


• To be enforceable, the following To be enforceable, the following types of contracts types of contracts must be in writing must be in writing and signedand signed: : –Contracts involving Interest in Land. –Contracts involving “One-Year Rule.” –Collateral or Secondary Contracts.


• The following types of contracts The following types of contracts must be in writing and signed must be in writing and signed (cont’d): (cont’d): –Promise Made in Consideration of

Marriage.–Contracts for the Sale of Goods priced

at $500 or more.


• Contracts Involving Interests in Land.Contracts Involving Interests in Land.–All contracts for the transfer of any

interest in land: mortgages and leases.–CASE 14.1 Salim v. Solaiman Salim v. Solaiman (2010).

Do you agree that lack of an adequate property description can make the contract unenforceable?


• The One Year Rule.The One Year Rule.–A contract that cannot, by its own terms,

be performed within one year from the date it was formed.–One-year period begins to run the day

after the contract is made.• Test: Whether performance is possible

(although unlikely) within one year.–



• Collateral Promises.Collateral Promises.–Primary v. Secondary Obligations.• Primary obligation does not need to be in

writing.• Secondary obligation must be in writing to be

enforceable.–Exception--“Main Purpose Rule”.• Oral contract is enforceable if main purpose is

benefit to guarantor.


• Promises Made in Consideration of Promises Made in Consideration of Marriage.Marriage.–Unilateral promise to make monetary

payment or gift in consideration of a promise to marry must be in writing.–Same applies to prenuptial agreements.


• Contracts for the Sale of Goods.Contracts for the Sale of Goods.–UCC requires a writing or memorandum

for the sale of goods priced at $500 or more.


• ExceptionsExceptions to the Statute of Frauds. to the Statute of Frauds.–Partial Performance: court will grant

specific performance if partially performed.–Admissions.–Promissory Estoppel.–Special Exceptions under the UCC (oral

contracts between merchants Ch. 18).© 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 12


• Statute of Frauds requires a ‘Written Statute of Frauds requires a ‘Written Memorandum’ (written or Memorandum’ (written or electronic) signed by the party electronic) signed by the party against whom enforcement is against whom enforcement is sought.sought.• What Constitutes a Writing?What Constitutes a Writing?


• What Must Be Contained in the What Must Be Contained in the Writing?Writing?–The essential terms: quantity, signed

by party to be charged, names of parties, subject matter, consideration. Sales of land must state the price and description with sufficient clarity.–Faxed memo sufficient if it shows a

meeting of the minds.© 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 15

• Oral representations or promises Oral representations or promises made prior to the contract’s made prior to the contract’s formation or at the time the contract formation or at the time the contract was created, may not be admitted in was created, may not be admitted in court.court.• Exceptions. Exceptions.


• Exceptions:Exceptions:–Contracts subsequently modified.–Voidable or Void contracts.–Contracts containing ambiguous terms.–Incomplete Contracts.–Prior dealing, course of performance, or

usage of trade. © 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. 17

• Exceptions (cont’d):Exceptions (cont’d):–Contracts subject to orally agreed-on

conditions precedent.–Contracts with an obvious or gross

clerical error.–CASE 14.2 Watkins v. Schexnider Watkins v. Schexnider

(2010). If you were the judge, would you have admitted the evidence?


• What is an “Integrated Contract”?What is an “Integrated Contract”?


Documents

What contracts must be in writing to be enforceable? What contracts must be in writing to be enforceable? If it is possible for a contract to be performed