Term
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Definition
| A merger clause states that a writing is intended to be the complete and final expression of the agreement between the parties. |
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Term
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Definition
| The original statute of frauds became law in 1677, and requires some contracts to be in writing to be enforceable. The purpose of the statute is to prevent perjured testimony in court from creating fraud in proving certain oral contracts. It is not a specific type of contract but names a number of contracts that must be in writing to be enforceable. The statute relates only to the proof of a contract, not the circumstances surrounding the making of a contract or with its validity. |
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Term
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Definition
A suretyship contract is a collateral contract because the promisor is not primarily liable. |
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Term
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Definition
if primary object is to provide an economic benefit to the surety, then the promise is not within the statute |
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Term
| UCC requirements for statue of frauds (must be writing) |
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Definition
Sale of personal property over $5000, sale of securities, sale of goods over $500. |
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Term
| statute of frauds time limit |
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Definition
One-Year Provision applies to contracts that cannot be performed within one year • The Possibility Test the criterion is whether it is possible, not likely, for the agreement to be performed within one year • Computation of Time the year runs from the time the agreement is made • Full Performance by One Party makes the promise of the other party enforceable under majority view |
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Term
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Definition
an admission in pleadings, testimony, or otherwise in court makes the contract enforceable for the quantity of goods admitted |
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Term
| Specially Manufactured Goods |
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Definition
| an oral contract for specially manufactured goods is enforceable |
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Term
| Delivery or Payment and Acceptance |
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Definition
| validates the contract only for the goods that have been accepted or for which payment has been accepted |
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Term
| Modification or Rescission of Contracts within the Statute of Frauds |
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Definition
| oral contracts modifying existing contracts are unenforceable if the resulting contract is within the statute of frauds |
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Term
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Definition
the writing(s) or record must
• specify the parties to the contract
• specify the subject matter and essential terms
• be signed by the party to be charged or by her agent |
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Term
| Statue of frauds for sale of goods requires some writing or record to: |
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Definition
(1) be sufficient to indicate that a contract has been made between the parties (2) be signed by the party against whom enforcement is sought or by her authorized agent (3) specify the quantity of goods to be sold |
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Term
| Written Confirmation between merchants |
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Definition
| a written confirmation that is sufficient against the sender is also sufficient against the recipient unless the recipient gives written notice of his objection within ten days |
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Term
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Definition
any evidence, whether written or oral, which is outside the written contract and not incorporated into it either directly or by evidence. Courts will not permit parol evidence of a prior agreement to alter any terms of a written contract.
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Term
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Definition
| oral contracts within the statue of frauds will be enforced where the party seeking enforcement has reasonably and justifiably relied on the promise and the court can avoid injustice only by enforcement |
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Term
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Definition
Restitution is available in quasi contract within statue of frauds for benefits conferred in reliance on the oral contract |
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Term
| Situations to Which the Parole Evidence Rule Does Not Apply |
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Definition
| • a contract that is not an integrated document • correction of a typographical error • showing that a contract was void or voidable • showing whether a condition has in fact occurred • showing a subsequent mutual rescission or modification of the contract |
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Term
| Supplemental Evidence may be admitted to explain the previous written contract by: |
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Definition
| • Course of Dealing previous conduct between the parties • Usage of Trade practice engaged in by the trade or industry • Course of Performance conduct between the parties concerning performance of the particular contract • Supplemental Consistent Evidence |
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Term
| Interpretation of Contracts |
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Definition
| the ascertainment of the meaning of a promise or agreement or a term of the promise or agreement |
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