CHAPTER 18: FORM AND INTERPRETATION OF CONTRACTS

Learning Objectives:• Statute of Frauds• Exceptions to the Statute of Frauds

Common Law Exceptions Code Exceptions

• Parol Evidence Rule• Construction and Interpretation of Contracts

Chapter 18 2

CHAPTER 18: FORM AND INTERPRETATION OF CONTRACTS

1. Approach: Certain contracts have to be in writing to be enforceable.

Chapter 18 3

STATUTE OF FRAUDS

1. Approach: Certain contracts have to be in writing to be enforceable.

2. Which types of contracts have to be in writing to be enforceable?

Chapter 18 4

STATUTE OF FRAUDS

a. Guaranty Contractsi. Applies to Secondary Contracts

ONLY

ii. Determining the main purpose

Chapter 18 5

Contracts That Need To Be in Writing

a. Guaranty Contracts

b. Contracts Involving Interests in Land

i. Types:I. Entire interest

II. Easements

III. Leases (for more than one year)

ii. Exception: Part Performance

Chapter 18 6

Contracts That Need To Be in Writing

a. Guaranty Contracts

b. Contracts Involving Interests in Land

c. Contracts That Cannot be Performed Within One Year

Chapter 18 7

Contracts That Need To Be in Writing

a. Guaranty Contracts

b. Contracts Involving Interests in Land

c. Contracts That Cannot be Performed Within One Year

d. Contracts for the Sale of Goods (Code)

Chapter 18 8

Contracts That Need To Be in Writing

a. Guaranty Contracts

b. Contracts Involving Interests in Land

c. Contracts That Cannot be Performed Within One Year

d. Contracts for the Sale of Goods (Code)

e. Contracts for the Sale of Personal Property Other Than Goods (Code)

Chapter 18 9

Contracts That Need To Be in Writing

1. Approach: Certain contracts have to be in writing to be enforceable.

2. Which types of contracts have to be in writing to be enforceable?

3. Writing Required to Satisfy the Statute of Frauds

Chapter 18 10

STATUTE OF FRAUDS

a. Under Common Lawi. Who?

ii. Kind of Writing?

b. Under Code Provisionsi. Who?

ii. Kind of Writing?

Chapter 18 11

Writing To Satisfy the Statute of Frauds

1. Common Law Exceptionsa. Part Performance

b. Promissory Estoppel

2. Code Exceptionsa. Written Confirmation Between Merchants

b. Specially Manufactured Goods

c. Judicial Admissions

d. Part Performance

Chapter 18 12

EXCEPTIONS TO THE STATUTE OF FRAUDS

1. Theory: Oral and written information that is prior to or contemporaneous with the formation of a written contract is excluded.

2. Exceptions

3. Importance Reduced in the Code

Chapter 18 13

PAROLE EVIDENCE RULE

1. Unambiguous Language

2. Ambiguous Languagea. Ordinary meaning

b. Contract as a whole

c. Construed against drafting party

Chapter 18 14

CONSTRUCTION AND INTERPRETATION OF CONTRACTS

CHAPTER 18: FORM AND INTERPRETATION OF CONTRACTS