SOF

Question 1

Process for applying SOF

Answer 1

If SOF applies to a K but has not been satisfied, the K is unenforceable.

1. Does the SOF apply to this transaction?
2. If yes, has it been satisfied?

If yes –> enforceable K.

Question 2

What types of Ks does the SOF apply to (5)?

Answer 2

1. Marriage – K made in consideration of a marriage (prenup)
2. Suretyship – K promising to guarantee the debt of another, UNLESS main purpose in agreeing to pay the debt is for your own economic advantage (in which case, SOF does not apply)
3. One year – K that BY ITS TERMS cannot be performed within 1 year of making (no possible way to complete in 1 year)
4. UCC – goods at price of 500 or more
5. Real property – K transferring INTEREST in real property

Question 3

How to satisfy SOF?

Answer 3

Two ways – by performance or by writing.

Question 4

At common law, for service Ks, how is the SOF satisfied via performance?

Answer 4

Full performance of a service K by either side satisfies SOF. Part performance does not satisfy SOF.

Question 5

At common law, what are the three requirements to satisfy the SOF via writing?

Answer 5

To satisfy the SOF, a writing must be signed by the party against whom the K is being asserted. Does not need both signatures and does not have to be a formal K.

To satisfy SOF, signed writing must

1. show that K has been made
2. ID the parties, and
3. contain essential elements of deal

Question 6

Under the CL, how can real estate transfers satsify SOF?

Answer 6

Signed writing satisfies SOF.
Part performance of real estate K can satisfy SOF if two are met:

1. possession; 2. payment; 3. improvements to land

Question 7

Under the UCC, list the four ways the SOF can be satisfied. List the 1 exception under the UCC to the SOF.

Answer 7

1. Signed writing will satisfy SOF but must mention quantity; K only enforceable under SOF for quantity mentioned in the writing.
2. Part performance satisfies SOF but only for quantity delivered and accepted.
3. Judicial admission (statement during pleading, testimony) satisfies SOF.
4. Failure to object to a confirming memo within 10 days will satisfy SOF, provided BOTH are MERCHANTS.

Exception: custom made goods are exempted from SOF. SOF is satisfied as soon as maker makes a substantial beginning toward the manufacturing.

Question 8

SOF + K Modification

Answer 8

Modification of K does not necessarily have to satisfy K.

If, with the modification, the K is not in SOF world –> there is no SOF requirement.

If, with modification, the K is in SOF world –> SOF requirements must be met.

Question 9

Under the UCC, for goods worth 500 and more, what is required for the signed writing? 4 items.

What amounts to a signature?

Answer 9

A sufficient writing must:

i) Indicate that a contract has been made;

ii) Identify the parties;

iii) Contain a quantity term; and

iv) Be signed by the party to be charged.

*A signature includes any authentication that identifies the party to be charged, such as a letterhead on the memorandum

Question 10

Do you need a signed writing to authorize an agent to form a K that falls in the SOF world?

Answer 10

Yes. Equal Dignity Rule.