Does party entering into agreement have authority to do so?



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Statute of Frauds 12


  1. Types of Contracts Covered

UCC §2-201 Statute of Frauds 12

  1. goods. $500 or more. writing. signed by D. only quantity necessary. Cohn v. Fisher. check OK. 12

  2. merchants confirmation OK unless written objection w/in 10 days 13

  3. (a) K enforceable if specially manufactured goods and substantial beginning. 13

Chambers Steel Engraving Corp. v. Tambrands.

(b) D admits K. Cohn v. Fisher. 13



  1. partial performance. payment made/accepted or goods rec’d/accepted (§2-606). Cohn v. Fisher. 13

Winternitz v. Summit Hills. analogy to §2-201(c)(3) not available for money damages

as for equity. instead, tort claim of malicious interference with contract.



R2d § 110 Classes of Contracts Covered 14

2. Requirements of Signed Writing – Restatement 2d – liberal view 14



R2d § 131. subject matter. indicates K made or offered by D. reasonable certainty as to essential terms. 14

R2d § 132 several writings relating to same trans. Crabtree v. Elizabeth Arden. 14

R2d § 133 signed writing for any purpose, or memorialization after the fact 14

R2d § 134 signature may be any symbol, company letterhead, authorized agent

  1. Exception for Reliance

R2d § 139. PE remedy despite failure of Statute of Frauds. McIntosh v. Murphy. 15
C. Terms of Agreement

  1. Missing Material Terms 15

  1. Classical doctrine - Agreements to Agree unenforceable. Walker v. Keith. 15

R2d §33 Certainty. terms must be reasonably certain. basis for determining breach and remedy. 16

  1. UCC – Open terms not necessarily fatal 16

UCC §2-204(3). missing terms not fatal if parties intend K and reasonably certain basis for remedy.

Pennsylvania Co. v. Wilmington Trust Co. (by analogy) 16

UCC §2-306 Requirements Contract. quantity term by output or needs. Mid-South Packers v. Shoney’s.

UCC §2-305 Open Price Term. reasonable price fixed unless intend not to be bound if not fixed. 17

UCC §1-203 Obligation of Good Faith UCC §2-103(b). honesty. reasonable commercial standards

of fair dealing.


  1. Principles of Interpretation 18

Modified Objectivist (R2d §§ 201-204) 18

Reasonable meaning will govern but evidence of intent will overcome objective meaning.



R2d § 201. Interpreted in favor of innocent unsuspecting party. No agreement, no meeting of minds, no K. 18

R2d § 202 Rules in Aid of Interpretation. all circumstances and principal purpose of K. all writings

taken together. generally prevailing or technical meaning. course of performance.



R2d § 203 Studs. of Interpretation. lawful meaning. express terms course of performance 18

course of dealing usage of trade. specific over general. negotiated over standard.

Prof. Patterson’s Maxims of Interpretations. 19

UCC §1-205 Course of Dealing and Usage of Trade to give meaning to, supplement or qualify terms.

express terms control. Frigaliment Importing Co. v. B.N.S. International Sales Corp. 19

UCC §2-208 Course of Performance when repeated dealings.

19


3. Satisfaction of Conditions 20

R2d § 228. satisfaction of the obligor as a condition. reasonable person. Morin Building Products v. 20

Baystone Construction



R2d § 229. excuse of condition to avoid forfeiture. Morin Building Products v. Baystone Construction. 20

R2d § 211(3) reasonable expectations doctrine. unreasonable term not included. 20

C & J Fertilizer v. Allied Mutual Insurance


  1. Remedy. Benefit of the Bargain. specific performance. expectation damages. reliance damages. 20




  1. Policies/Purpose of Contracts. certainty. vigilance. seriousness of trans. documentary evidence. 20

economic efficiency. fairness in event of mutual mistake. discourage opportunistic behavior.


  1. Pure Restitution. performance/C, but no O or A. 21


Classical doctrine – no contract so no remedy. gratuitous relationships. Glenn v. Savage 21

Modern – 3 types



  1. Restit. § 116 Emergencies involving life and health. In re Estate of Crisan. 21

  2. Restit. § 117 Emergencies involving property. 21

  3. Unjust Enrichment. benefit. appreciation/knowledge. acceptance/retention. Watts v. Watts. 21

Remedy. equity - amount of benefit. 21


  1. Promissory Restitution. promise to compensate made after services rendered. 22


Classical doctrine – past services. moral obligation – no recovery. Mills v. Wyman. 22

Modern Theory



  1. Strained Contract – Material Benefit supports later promise, imply prior request. Webb v. McGowin. 22

  2. R2d § 86. promise for benefit received binding to prevent injustice except if gift or value disproportionate. 22

Remedy. equity - amount of benefit. 22



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