Contracts 3

Yes, absolutely!

Only certain kinds of Ks need to be in writing to be enforced. Those that do require a writing in order to be enforced are said to be "within the Statute of Frauds."

• a) Transfers of an interest in real property
• b) Full performance theoretically impossible to complete within one year (if full performance within one year is theoretically possible, no writing is required even if actual performance exceeds one year)
• c) Sales of goods for $500 or more ( ≥ $500) (UCC Article 2)
• d) Leases of goods where the aggregate rental amount is $ 1,000 or more ( lease ≥ $ 1,000) (UCC Article 2A, NY ONLY!)
• e) Suretyships (Exam tip: be sure that there actually is a debt to which the surety may be called to answer)
• f) Contract modifications if the contract as modified is within the SOF
• g) Misc. New York provisions (see separate card)

• Assignment of an insurance policy
• Promise to pay a discharged debt
• Agreement to pay a finder's fee or broker's commission (except to an attorney, auctioneer, or real estate agent)

Depends on whether the K is for

• • Sale of Goods (Art. 2)
• • Lease of Goods (Art. 2A, NY ONLY), or
• • Any other K

• Quantity term, and
• Signed ∆ (i.e., must be signed by the party to be charged with br/K)

• Statement that the K is for a lease
• Quantity
• Duration
• Amount of rental payments
• Signed by ∆ (i.e., the party to be charged with breach of K)

• All material terms (e.g., who, what, duration, price), and
• Signed by ∆ (i.e., the party to be charged with breach of K)

Interests in real estate don't require a writing if:

Short-term leases: lease of property of a duration ≤ 1 year,

OR

Past-performance: any 2 of the following is true (i) buyer is in possession of property, (ii) buyer made some payment (need not be full payment), or (iii) buyer made improvements to property

A party that has FULLY PERFORMED can enforce an oral contract, even if full performance was theoretically impossible within one year.

Example: S orally agrees to employ B for two years for $50,000. B works the full 2 years, but S won't pay. Even though full performance under the oral contract was theoretically impossible to achieve within one year, B does not need a writing to enforce the oral K because B has fully performed.

• 1) Buyer accepts or pays for goods (note, partial payment of a single item does not count)
• 2) Goods are custom-made, not suitable for sale in ordinary course of seller's business, and seller made a substantial start in their manufacture
• 3) Admission of a K in a judicial proceeding (e.g., deposition, testimony)
• 4) Merchant's confirmatory memo (separate card)

It's an exception to the SOF requirement that the writing be signed by the ∆. The exception allow one party to use its own signed writing to satisfy the SOF against a non-signing ∆ where all the following are true:

• 1) both parties are "merchants"
• 2) the writing claims a prior oral agreement
• 3) the writing is signed and has a quantity, and
• 4) there is no written objection within 10 days

The typical fact pattern where the exception applies involves two merchants who agree over the phone, and one follows-up with a written confirmation. Article 2 lets a merchant use its own confirmation to satisfy SOF against another merchant, even if the latter does not sign the confirmation.

It provides an exception to the writing requirement for a surety arrangement

Rule: If the surety's main purpose in becoming a surety was to benefit himself, then no writing is required.

NY Distinction: The surety "main purpose" exception applies only on the MBE—NY does not recognize the exception, and therefore surety arrangements in NY always require a writing regardless of whether the surety's main purpose for assuring the debt of another is his own benefit.