Contracts Final, Spring 2010

General rule is that you do not have to get a K in writing for it to be enforceable. However, there are four significant exceptions.

1. K's involving a transfer of real estate 2. K's for the sale of goods over $500 3. Suretyship K's 4. K's not to be performed within one year

An accessory agreement by which a person binds himself for another already bound, either in whole or in part, as for his debt, default or miscarriage.

1. Which provision is applicable? 2. Is there any writing? 3. If not, does anything else satisfy the statute (i.e. part performance)

One can admit making an oral K and can still implore the statute as a defense (seems to go against the purpose of the statute)

Prevents people from forgetting the terms of the K over time

1. If there is full performance by one party, the agreement would not be subject to the Statute 2. Where one party represents that you do not need a writing, but a writing is necessary, the Statute would be estopped.

1. According to the Restatement, the essential terms of the agreement must be stated. Several documents can be pieced together. 2. Signatures - courts are lenient on what is a signature (email can be used to qualify as a signature)

- Considerably more flexible, only need a quantity -

Part performance (particularly partial performance by the party seeking to invoke the statute) is evidence of the oral agreement and could satisfy the statute.

- There must be an explicit term in the agreement stating that the agreement is for a length longer than a year for the statute to apply. - It does not matter whether completion of the project w/in one year is reasonable or not.

1. Leases are treated separately 2. An oral promise from the seller to the buyer (or vice-versa) are both enforceable.

- Buyer of a home was able to meet the part performance exception by: a) possession b) improvements c) payment of a substantial portion of the purchase price - Individually, this might not be enough to satisfy the exception. However, taken together, it was enough to show the exception was met.

2-201(1) As compared to satisfactio under the common law, all essential terms are not necessary. Only a quantity and a signature are required. 2-202(2) This subsection only applies to agreements between merchants. A writing in confirmation sent w/in a reasonable time satisfies (1) unless written notice of objection to its contents is given w/in ten days after it is received. 2-201(3) - (a) If the goods are custom goods, and the manufacturer begins production before repudiation is received, then there is no Statute defense. (b) If you admit an oral agreement, there is no S/F defense. (c) If the goods are received and accepted by the buyer, there is no S/F defense.

If 2-201(2) does not apply, then only (1) applies and, because there is no writing, the buyer would win. However, if 2-201(2) does apply, the buyer's failure to object to the confirmation w/in ten days would indicate his agreement to the confirmation and the seller would win.