CHAPTER 18: FORM AND
INTERPRETATION OF CONTRACTS
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
STATUTE OF FRAUDS
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
Contracts That Need To Be in Writing
a.
Guaranty Contracts
i.
ii.
Applies to Secondary Contracts
ONLY
Determining the main purpose
Chapter 18
5
Contracts That Need To Be in Writing
a.
b.
Guaranty Contracts
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.
b.
c.
Guaranty Contracts
Contracts Involving Interests in Land
Contracts That Cannot be Performed
Within One Year
Chapter 18
7
Contracts That Need To Be in Writing
a.
b.
c.
d.
Guaranty Contracts
Contracts Involving Interests in Land
Contracts That Cannot be Performed
Within One Year
Contracts for the Sale of Goods
(Code)
Chapter 18
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Contracts That Need To Be in Writing
a.
b.
c.
d.
e.
Guaranty Contracts
Contracts Involving Interests in Land
Contracts That Cannot be Performed
Within One Year
Contracts for the Sale of Goods (Code)
Contracts for the Sale of Personal
Property Other Than Goods (Code)
Chapter 18
9
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?
3. Writing Required to Satisfy the
Statute of Frauds
Chapter 18
10
Writing To Satisfy the Statute of Frauds
a. Under Common Law
i. Who?
ii. Kind of Writing?
b. Under Code Provisions
i. Who?
ii. Kind of Writing?
Chapter 18
11
EXCEPTIONS TO THE
STATUTE OF FRAUDS
1. Common Law Exceptions
a. Part Performance
b. Promissory Estoppel
2. Code Exceptions
a.
b.
c.
d.
Written Confirmation Between Merchants
Specially Manufactured Goods
Judicial Admissions
Part Performance
Chapter 18
12
PAROLE EVIDENCE RULE
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
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CONSTRUCTION AND
INTERPRETATION OF CONTRACTS
1. Unambiguous Language
2. Ambiguous Language
a. Ordinary meaning
b. Contract as a whole
c. Construed against drafting party
Chapter 18
14
CHAPTER 18: FORM AND
INTERPRETATION OF CONTRACTS
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