Class 26 - Contracts and the Statute of Frauds

Next Tuesday 12/15 is the final. Review will be on Thursday. The final is NOT cumulative. It covers: negligence (ch 6), ch 7, ch 8, ch 9, ch 10 and what he talks about next time.

Statute of frauds - a body of law intended to prevent fraud. Involves agreements that are so important or unusual that the court will only enforce them if they are in writing.

6 contracts must be in writing, or else they will not be enforced by the courts:
1. A promise of an executor/administrator to pay the debts of the deceased person from his/her own pocket.
2. Related to #1 and more common, the promise to pay the debt of another person. this is normally not done, but sometimes they do and in such a case it will be enforced, if they're in writing. must determine: who is the obligor and who is the promiser? Ex: twins, boy and girl, 18 yrs old. both going to senior prom. son is paying for his own tux, but father will pay if he can't. father offers to pay for daughter's dress. only for the son does it require in writing. exception to the rule: main purpose doctrine. if the promise was made for the benefit of the promisor, not the obligor, it doesnt need to be in writing. ex: contractor. electric subcontractor. sub can't get supplies. main contractor promises to pay supplier. since it's for his own benefit, it does NOT need to be in writing.
3. Agreements upon consideration of marriage - this does not refer to the agreement to get married. You can't sue someone for leaving you at the altar. Heart balm statues prevent suing for emotional distress. Only for actual out of pocket expenses. It does refer to prenuptial agreements - should the marriage not work out, the parties agree on how to split the assets. It also refers to desperation agreements where one party offers something if the other party will marry him/her. Some call this a "dowry". Those must be in writing in order to be enforceable.
4. Contracts for the sale of land or an interest therein - cemetery plot, real estate. Sometimes there's a question when you're buying crops. If the buyer does the harvesting, that's considered a contract for an interest in land, and it must be in writing. If the seller does the harvesting, then the contract is for personal property. Same for a mining contract for the sale of ore.
5. Agreements not to be performed for one year - impossible under the terms of the contract. not whether it is likely to be performed or contemplated to be performed within a year. rather, the contract terms require that it takes more than a year. ex: hiring an accountant for services of 15 months. such a contract must be in writing.
6. Under UCC, contracts for the sale of goods for $500 or more - common law requires detailed contract. ucc requires only quantity, price and signature of party responsible for payment. ex: contract for sale of an HDTV at ABT Electronics for $1250.

Parol Evidence Rule - "spoken" - rule of contract finality
Can't use oral statements to add to delete from or change a contract
Ex: apartment lease - oral agreement to replace carpeting and fix ceiling plaster. No oral statements can be used to change a written agreement.
Sometimes, you can get the change accepted if you can prove fraud or mistake. Ex: if there are inconsistencies in the agreement itself, such as different rental prices in different parts of the contract/lease.

Contract Remedy
Usually, the contract remedy is the difference btwn the agreed upon price and the cost to get the goods/services elsewhere.

There may be punitive damages if the conduct is wanton and willful.

Specific performance
You must perform exactly as the contract requires. All real estate is unique. It requires specific performance. For a BMW, you can provide another one. If it's for a rare or unique item, it will require specific performance.

You never find specific performance in an employment contract - it's involuntary servitude.

Quasi-contract - unjust enrichment. (review this!)

Review question: Main purpose doctrine - such a contract to pay another person's debts do not require a written contract.

Doctrine of Vicarious Responsibility - responsibilities of an employer for injuries caused by an employee. "deep pockets theory". is the person an employee or contractor? if an employee, is he acting within the scope of his/her employment? if "no" to either, he is on a detour and frolic and the employer is not responsible.

As a general rule, an employer is not responsible to a 3rd party for an employee's intentional torts. But there are some exceptions. Ex: swimming teacher at YMCA. Y didn't respond to first complaint. being sued for their negligence in allowing him to continue teaching after the complaint, not for vicarious responsibility for the tort.

There is no vicarious liability for the negligence of an independent contractor.