University of Georgia Terry College of Business LS 470 - Business Law I Dr. B-A's Word Outlines FORM & INTERPRETATION OF CONTRACTS I. Statute of Frauds definitn K still valid, simply can't be enforced in ct if "w/i" SF, then writing required Queries: is K w/i SF? if so, is there a suff writing? if no suff writing, is there an exception? A. Contracts w/i SF (6) Pneumonic: MY LOGS 1. *contracts made in contemplation of Marriage does not include the promise to marry only includes promises made in contemplation 2. *contracts which cannot be performed w/i YR time starts when K made, not when 2B perfd time ends when K is or is 2B, completed performance must only be possbl w/i year may actually go longer if one pty fully perfd, then K not w/i SF 3. *contracts for an interest in Land incls leases of over a year, life estates, easements, mortgages sale of gds if timber, minerals, etc., 2B cut by S sale of land if 2B severed by B if 4 sale of growing crops, gds whe cut by B or S Exception - Part performance doctrine - B must make partial payment move onto property make valuable improvements 4. *contracts for the sale of pers prop other than gds .sale of securities, i.e., stocks, bonds signed writing must contain quantity description of sec stated price Exceptns to rule (3) 1. pt perf-pmt made or security accepted 2. written confirmatn sent w/i reasbl time w/o objectn w/i 10 days of rec of it 3. pty being sued admits to K in ct .sale of intangibles, i.e., patents, royalties and rights under bilateral K writing necessary if amount is over $5000 - shd reasbly ID subj matter, have price and be signed by PTCB .security agreement (must be signed by debtor) 5. *contracts for the sale of Goods of $500+ only enfbl to amt in writing must be signed by PTBC or her A 4 Exceptions a. -specially manufactured goods upon which performance has begun can't be suitable for resale in ord COB S made sub'l beginning to manuf or commitments to obtain b. -written confirmation between merchants, not obj to w/i 10 days of rec merchants-only rule under UCC binds both merchants need not be signed by ptbc c. -admissions in ct documents enforcements only to amount to d. -part performance buyer took delivery seller rec'd pt pmt only enforcbl to what is performed if can't be broken into pts, whole is enfbl 6. *Surety (guaranty) contracts "give this to A, and if A doesn't pay, I will" secondary liability only - w/i SF distinguish from "give this to A, and I will pay" primary liability-not w/i SF Exception -"main purpose" or leading subject doctrine - exception to writing req - if main purpose of promise is to benefit guarantor, no writing is required, i.e., homeowner building a home asks electraical supply co. to provide electrician w/necessary supplies to wire house so work can go on whe or not its the main purp is for ct to det B. Writing requirement (gen) need not be a "contract" requires signature of pty to be charged need not be at end may consist of several writings must appear writings relate to each other oral evidence not admitted to connect them C. Common law (Restmt) K writing requirements(4) .names of pties - signed by PTBC .description of subject matter land - must be suff certain as to descrip .price .general terms D. UCC K writing reqs (3) .some writing stuff to indicate K .quantity enforced only to quantity in the writing .signature of pty 2B charged SF doesn't apply to fully executed K Exceptions to writing requirement (3) above - pt perf doc (land) main purp doc (surety) UCC (4) prom estop applies pt perf applies II. Parol Evidence Rule 1. If there is a written, integrated K, prior or contemporaneous oral or written evid will not be permitted to vary or alter its terms. 2. Doesn't mean pties can't mutually modify K 3. Partial integration rule - judge dets whe K is partially or totally integrated partial integration - pties intend writing to be final as to terms written, but not complete as to all terms in agmt complete integration - no contradictory evidence permitted to vary or alter K terms if reasbl person wd've normally & naturally included the prior agmt in the written K, then the writing is totally integrated and no evidence allowed if reasbl person wdnt've included prior agmt in written agmt, then its partial integration and evidence is allowed in to explain or supplement the written K 4. UCC permits evid of prior course of dealings betw B & S, usage of trade or course of performance to explain or supplement the K, i.e., "carload" in the industry means train car, not automobile 5. Contract interpretation - to det intentn of pties construction - ct construes legal effect of K interpret - juries interpret pties' intentns used interchangeablely give meaning reasbl person wd in similar circums technical words given technical meaning, i.e., carload legal words are given legal meaning, i.e., detriment