SoF II
Contracts – Prof Merges
March 3, 2011
Statute of Frauds
• “Within the statute”?
• “Satisfies the statute?”
Richard v. Richard
Richard v. Richard
• Where are we procedurally?
• What are the facts?
Facts
• Alleged oral agreement to purchase a home
• Any writing at all?
Additional facts
• Weekly payments to father (Norman) in addition to rent payments
• Total: about $5000
Improvements
• New doors
• Bannister
• Floors, other things
Opinion
• Begin with an exception to the S o F
• Part performance
What does part performance demonstrate?
What does part performance demonstrate?
• Shows existence of the K – why begin performing if there is no K?
• Also (or in the alternative), a question of fairness: protecting the reliance interest, preventing unjust enrichment
What are the elements of the part performance exception?
• Possession
• Improvements
• Pmt of substantial part of purchase price
Are these all required? Or any one of the 3?
• A, B, and C: additive
• A, B, OR C: alternative
• Necessary/sufficient?
Possession
• Present here?
• What is the issue?
• What does the court say?
Improvements
• Will any improvements do?
• What else is required?
Partial payment
• How much is enough?
• How much here? What was Norman’s argument? What did the court say?
UCC 2-201
• The Code’s S o F
• Basic rule; 2-201(2), reasonable time requirement for response to a merchant’s confirmation
St. Ansgar Mills, Inc. v Streit
• History
• Facts
2-201(1) and (2)
• PP. 285-286
At issue here
• “confirmation within a reasonable time” provision of 2-201(2)
• Other cases: was the time frame here reasonable? – p. 293
Why did Dist Ct rule as it did?
• Facts and circumstances here
Estoppel and the UCC
• Statutory drafting and unintended effects
Monarco v Lo Greco
• History
• Facts
Facts!
• Christie vs. Carmen
Policy
• Reliance
• Restitution
Record/writing requirement
• “All essential terms” vs. “memorandum of agreement”
But even the UCC’s quantity term is liberally described
• Mis-stated quantity term irrelevant to overall enforceability; enforcement limited to quantity stated, however
• UCC § 2-201, Comment 1
