BUSINESS LAW Twomey Jennings 1 st Ed Twomey
BUSINESS LAW Twomey • Jennings 1 st. Ed. Twomey & Jennings BUSINESS LAW Chapter 17 Writing, Electronic Forms, and Interpretation of Contracts © 2004 West Legal Studies in Business A Division of Thomson Learning
BUSINESS LAW Twomey • Jennings 1 st. Ed. Statute of Frauds • Oral agreements are generally enforceable. • However certain agreements must be in writing and signed to be enforceable under the Statute of Frauds. © 2004 West Legal Studies in Business A Division of Thomson Learning 2
BUSINESS LAW Twomey • Jennings 1 st. Ed. Statute of Frauds • A contract must be in writing in the case of: – (1) an agreement that cannot be performed within one year after the contract is made, – (2) a sale of any interest in real property, – (3) a promise to answer for the debt of another, – (4) a promise by the executor of an estate to pay a claim against the estate from personal funds, – (5) a promise made in consideration of marriage, – (6) the sale of goods for a price of $500 or more. • Local statutes may include other types of contracts, such as a contract between a landowner and a real estate agent. © 2004 West Legal Studies in Business A Division of Thomson Learning 3
BUSINESS LAW Twomey • Jennings 1 st. Ed. Contracts and the Statue of Frauds Contracts That Must Be in Writing Exceptions Land · Sales · Mortgages · Options Part Performance Payment and Possession Improvement Contracts Not to Be Performed Within One Year Executed Contracts Promise to Pay the Debt of Another · Estates and Personal Representative · Guarantor/Surety Promise to Marry Sales of Goods $500 or More © 2004 West Legal Studies in Business A Division of Thomson Learning Part Performance Merchant’s Confirmation Memo Specially Manufactured Goods 4
BUSINESS LAW Twomey • Jennings 1 st. Ed. Signatures • The written contract must be signed by the defendant against whom suit is brought in order for a contract to be enforced. • The signing may be made by printing, stamping, typewriting, or any other means that is intended to identify that party. • E-Signatures can be enforceable under ESign and UETA. © 2004 West Legal Studies in Business A Division of Thomson Learning 5
BUSINESS LAW Twomey • Jennings 1 st. Ed. Effect of Non-Compliance • To avoid unjust enrichment, a plaintiff barred from enforcing an oral contract may recover from the other contracting party the reasonable value of the benefits conferred by the plaintiff on the defendant. • To prevent the statute of frauds from being used to defraud a party to an oral contract, the courts by decision have made certain exceptions to the statute of frauds. © 2004 West Legal Studies in Business A Division of Thomson Learning 6
BUSINESS LAW Twomey • Jennings 1 st. Ed. Parol Evidence Rule • Prohibits introduction at trial of oral statements to add to/modify or contradict the written agreement that is fully integrated or otherwise complete. • Some courts have liberalized the rule so that parol evidence is admitted when it will aid in interpreting the writing. © 2004 West Legal Studies in Business A Division of Thomson Learning 7
BUSINESS LAW Twomey • Jennings 1 st. Ed. Parol Evidence Rule Exceptions • The parol evidence rule does not bar evidence when the writing is incomplete or ambiguous when: – There allegations of fraud, duress, mistake or illegality; – A contract has been modified. Bourg v Bristol Boat Co. (1998) All Sail and No Anchor. © 2004 West Legal Studies in Business A Division of Thomson Learning 8
BUSINESS LAW Twomey • Jennings 1 st. Ed. Rules of Interpretation • Contradictory Terms. – Is there a contract? If so, what are the terms? Olander Contracting v Wachter (2002) Who Pays the Piper? • Implied Terms: Good faith and fair dealing. • Conduct and Custom. © 2004 West Legal Studies in Business A Division of Thomson Learning 9
BUSINESS LAW Twomey • Jennings 1 st. Ed. Rules of Interpretation • Avoidance of Hardship. – Generally a party is bound by a “bad” agreement, but a court will try to avoid hardship. Perkins v Standard Oil Co. (2002) Should the court protect the weaker Party? © 2004 West Legal Studies in Business A Division of Thomson Learning 10
- Slides: 10