Mutuality
There must be a binding promise by both parties
The consideration is the forgoing the right to buy or sell from another party.
Detrimental Reliance
Prevents a party from arguing the existence of a valid contract, where: 1) promisor makes representations inducing reliance; 2) promisee actually and reasonably relies on the representation to their detriment; 3) injustice would otherwise result if not enforced.
Is considered a substitute for consideration
Typically the party in reliance hasn't promised any consideration
There are a number of ways to attack formation. As we mentioned early in the quarter, the Statute of Limitations (CivPro) and the Statute of Frauds are two extraneous defences that will lead to an Unenforceable Contract
To be valid, certain contracts must be evidenced by a writing and signed by the party that the contract is being enforced against. Contracts in consideration for marriage, contracts that will take more than a year to complete, contracts for interests in land, contracts for executors to personally pay estate debts, contracts for the sale of goods for $500 or more, and contracts for sureties to pay the debt of another fall under the Statute of Frauds.
We used the mnemonic MYLEGS.
marriage consideration, year or more, land interests, executor personal, goods of 500 or more, surety contracts.
Remember that the courts will find many things to be a signed writing: letterhead, email from a company domain, a signed check, etc. Read facts carefully, and argue, sometimes both ways, as needed (discuss this week's cases at end).
There needs to be enough in the writing to determine terms of the contract. Like with Offer, common law requires more than UCC.
Look back to Lucy v. Zehmer
Not for marriage itself, but for promises to induce marriage.
By its terms cannot be performed in a year.
Effective date runs from agreement not performance
Sales of Real Property. Also
This is only for contracts where an executor promises to pay estate debts out of their own funds.
Quantity essential, subject matter need to be discernable. Courts will enforce up to the quantity in the writing. We'll return to this when looking at things that remove contracts from SOF.
Also, watch on things like modification.
Recall we discussed what surety is under consideration. Can be from tort or contract. Must be collateral to another party's promise to pay.
Main Purpose must not be pecuniary to promisor
If promise is own interest, takes out of SOF.
Removing from SOF
Sufficient Memorandum
Part Performance
Main Purpose Doctrine
Full Performance
Receipt of Goods
Speciality Manufactured Goods
Full Performance (conveyance of title)
Part Performance generally requires at least two of
If a contract is unenforceable because of SOF, then equitable remedies like restitution or quantum meruit are available to prevent unjust enrichment.
Cases, then Questions and Answers.
Ehrlich v. Diggs
Crabtree v. Elizabeth Arden Sales Corp.
Cohn v. Fisher