General rule in K law
K need not be in writing- oral and written agreements are equally enforceable
Analysis of SOF
does the agreement fall within the SOF?
is the SOF satisfied?
is alternative enforcement available?
CL: SOF requires a writing for these kinds of Ks
MY LEGS marriage year- can't be completed within 1y of formation land sale Ks (not present exchanges) executor of estate guaranty/ suretyship sale of goods over $500
MD
- guaranty/ suretyship
- marriage
- not to be performed within 1y of making K
- land: any interest not in a signed writing is an interest at-will only. Unless part performance, then can get spec enforcement . no damages
SOF guaranty/ suretyship:
exceptions
creditor discharges orig debtor from his obligation on faith of a guaranty of a 3p, no signed writing req
main purpose doc: main purpose of guarantor’s prom is to protect or promote his own economic interest, no signed writing req
to satisfy writing req of SOF
memorandum of the K. can be prepared before, during, after K formation
needs:
ID parties
nature and sbj matter of K
essential terms of unperformed promises in agreement
SOF unsigned docs, to tack together must have
at least 1 signed writing unambig establishing K rel bt 2 parties
signed and unsigned docs clearly relate to the same sbj matter
C&C ev of acquiescence to the unsigned doc by the party against whom enforcement is sought
SOF: even without a signed writing, an oral K for the sale of land will be enforceable when
there’s been part performance, and:
B brings the action against S
or the action is for specific performance, NOT damages
SOF: even without a signed writing, over 1y Ks will be enforceable if
full performance of an oral K for services by the party performing the servies
part performance- NO, though you could argue quantum meruit
alternative enforcement to consider if SOF is not satisfied
restitution (recovery for benefits conferred) quantum meruit (recovery for value of services conferred) promissory estoppel (ex 1 party promises to send a written agreement and the other guy relied on it)
req to satisfy UCC SOF
- writing
- signed by the party against whom enforcement is sought
- which is sufficient to indicate that a K for sale has been made bt the parties
Terms req to satisfy UCC SOF
quantity
if 2 merchants enter into an oral agreement, and 1 sends a written confirmation, it will satisfy UCC SOF if it’s
- sufficient against the sender: signed, quantity term, etc
- in confirmation of the K
- sent within a reasonable time of making the oral agreement
- receiving merchant has a “reason to know” the contents
Part performance will make an oral contract enforceable under UCC SOF w respect to
goods for which payment has been made and accepted or which have been received and accepted
-must be actions by both parties indicating that a valid K exists
A seller who lacks a signed writing for a K to sell specially manufactured goods will be able to enforce the oral K by establishing
- goods are to be specially manufactured for the buyer
- goods are not suitable for sale to others in the ordinary course of S’s business
- S has substantially begun to mfg, or made commitments to procure teh goods
- actions undertaken reasonably indicate that the goods are for the buyer
- actions undertaken occurred before S received B’s revocation
