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*** Chapter Outcome ***
Identify and describe the other methods of complying with the general contract
and the UCC statute of frauds provisions.
Sales of Goods
The UCC provides that a contract for the sale of goods (movable personal
property) for the price of $500 or more is not enforceable unless there is
some su!cient writing.
Admission — The Code permits an oral contract for the sale of goods to be
enforced against a party who admits in his pleading, testimony, or otherwise
in court that a contract was made.
Specially Manufactured Goods — Where goods are specially
manufactured for a particular buyer and cannot be sold to others in the
CASE 15-3
KALAS v. COOK
Appellate Court of Connecticut, 2002
70 Conn.App. 477, 800 A.2d 553, 47 U.C.C. Rep.Serv.2d 1307
http://scholar.google.com/scholar_case?case=9737435026218396545&q=800+A.2d+553&hl=en&as_sdt=2,34
Peters, J.
Pursuant to a long-standing oral agreement, a print shop manufactured and delivered written
materials designed by the buyer for the buyer’s use and sale. After the buyer’s death, the
executor of her estate refused to pay for the last deliveries of these materials to the buyer.
The principal issue in this appeal is whether the statute of frauds, as codified in the Uniform
Commercial Code, [citation], bars enforcement of the oral agreement. * * * [W]e agree with
The trial court held that the transaction between the plaintiff and the deceased was a sale
of goods as that term is defined in [UCC] §2–105. That determination has not been
challenged on appeal. As a contract for the sale of goods, its enforcement was not precluded
by the statute of frauds provision. * * * Accordingly, the court rendered a judgment in favor
of the plaintiff in the amount of $24,599.38. The defendant has appealed.
The facts found by the trial court, which are currently uncontested, establish the
background for the court’s judgment. The plaintiff, doing business as Clinton Press of
Tolland, operated a printing press and, for several decades, provided written materials,
including books and pamphlets for Simmons. Simmons ordered these materials for use and
sale at her farm, known as Caprilands Herb Farm (Caprilands). The defendant has not
* * *
On appeal, the defendant argues that the oral contract was invalid * * * because a writing
was required by [UCC] §2–201. This argument is unpersuasive. * * *
* * *
* * * Contracts for the sale of goods * * * are governed by §2–201. [Citations.]
Under §2–201, oral agreements for the sale of goods at a price of $500 or more are
presumptively unenforceable. [Citations.] The applicable provisions in this case, however,
are other subsections of §2-201.
manufacture or commitment must have been commenced under circumstances reasonably
indicating that the goods are for the buyer and prior to the seller’s receipt of notification of
contractual repudiation.” [Citation.] In applying this standard, “courts have traditionally
looked to the goods themselves. The term ‘specially manufactured,’ therefore, refers to the
nature of the particular goods in question and not to whether the goods were made in an
unusual, as opposed to the regular, business operation or manufacturing process of the
seller.” [Citations.]
Printed material, particularly that, as in this case, names the buyer, has been deemed by
both state and federal courts to fall within the exception set out for specially manufactured
goods. [Citations.]
Modification or Rescission of Contracts within the Statute of Frauds
Oral contracts modifying previously existing contracts are unenforceable if
the resulting contract is within the statute of frauds. The reverse is also true:
an oral modi(cation of a prior contract is enforceable if the new contract is
not within the statute of frauds.
B. COMPLIANCE WITH THE STATUTE OF FRAUDS
A contract that is within the statute of frauds requires evidence of a
su!cient writing or record, but does not require any speci(c form and does
not have to be complete.
General Contracts Provisions
The note or memorandum, which may be formal or informal, must:
1. specify the parties to the contract;
CASE 15-4
ESTATE OF JACKSON v. DEVENYNS
Supreme Court of Wyoming, 1995
892 P.2d 786
http://scholar.google.com/scholar_case?case=11233159489095516955&q=892+P.2d.786&hl=en&as_sdt=2,34
Golden, J.
Appellants, personal representatives of the estate of George Herbert Jackson, appeal the
probate court’s order of conveyance in favor of appellees. Appellants claim a writing signed
by George Jackson purporting to sell seventy-nine acres, reserve approximately one acre,
and sell machinery is unenforceable because the agreement does not sufficiently describe the
* * *
Facts
On February 9, 1993, George Jackson (Jackson) and his neighbors, Karen and Steve
Devenyns (Devenyns), drafted and signed a document which reads as follows:
George Jackson agrees to sell 79 acres and machinery to Steve and Karen Devenyns for
$120,000.00
* * *
1. George want[s] to keep yard intact which is area 66’ × 114’ as well as area around house
approximately 1.3 acres 168’ × 325’.
Devenyns ha[ve] first option to buy on property George will provide title insurance
and survey house and approximately 1.3 acre from total. This survey can be done within
5 months.
violative of the parol evidence rule, the statute of frauds * * *. However, the probate court
heard testimony from witnesses for the Devenyns and considered parol evidence to
determine whether the document satisfied the statute of frauds.
* * *
From parol evidence, the probate court determined that Jackson had used words of
ownership referring to the eighty acres of real property he owned in Park County, Wyoming,
and that Jackson did not own any other real property in the world. The probate court further
Discussion
Statute of Frauds
* * *
A written memorandum purporting to convey real estate must sufficiently describe the
property so as to comply with the requirements of the statute of frauds and permit specific
performance. [Citation.] * * *
(a) * * *
* * * This Court’s decision in Noland [citation] concluded that a valid contract to convey
land must expressly contain a description of the land, certain in itself or capable of being
rendered certain by reference to an extrinsic source which the writing itself designates.
[Citation.] Noland expressly prohibited supplying the writing’s essential provisions by
inferences or presumptions deduced from oral testimony. [Citation.]
Parol Evidence
The parties both recognize that the central issue is the adequacy of the property description
supplied in the agreement to satisfy the statute of frauds. The estate contends the probate
court improperly relied upon parol evidence in deciding the document had sufficiently
described Jackson’s property in satisfaction of the statute of frauds. The general rule for
Wyoming is that parol evidence is admissible to identify described property, but parol
evidence may not supply a portion of the description. [Citation.]
This writing insufficiently describes the property it purports to convey, to reserve, and
for which it grants an option to purchase. All three of these land transactions fall under the
statute of frauds and each must be sufficiently definite in description to satisfy the statute of
frauds or, as a matter of law, the contract is void because an essential term has been omitted.
[Citation.] We also note that if the description of the property reserved out of the tract to be
conveyed is indefinite and uncertain, then the general description of the land to be conveyed
is indefinite and the entire conveyance must fail. [Citation.]
* * *
Conclusion
The parol evidence received in this case reveals that fraud is not a concern and leaves no
doubt as to the identity of the property involved, but the property was not described in the
agreement and the agreement cannot be enforced. The legislative policy justifying the statute
of frauds requires this Court to test not what the parties to the contract know, but what they
Sale of Goods
There is an even more lenient writing requirement under the UCC in the case
of merchants:
1. Some writing or record su!cient to indicate that a contract has been
made between the parties
C. EFFECT OF NONCOMPLIANCE
If an oral contract that is within the statute does not comply with the
statutory requirements, the contract is unenforceable.
Full Performance
After all the promises of an oral contract have been performed, the statute of
frauds no longer applies.
Restitution
II. PAROL EVIDENCE RULE
While drawing up a written contract, the parties often make offer or
tentative agreements, which may be canceled or withdrawn in the
give-and-take of negotiations. Ultimately, a final draft of the written contract
is prepared and signed, declaring it to be the entire contract. The “parol
evidence” rule prohibits the later introduction of evidence from negotiations
to change the written agreement.
*** Chapter Outcome ***
Explain the parol evidence rule and identify the situations to which the rule does not
apply.
A. THE RULE
When a contract that is intended to be the complete agreement is expressed
in writing, the parol evidence rule excludes prior oral or written negotiations
or agreements that may vary, alter, or change the written contract.
CASE 15-5
JENKINS v. ECKERD CORPORATION
Van Nortwick, J.
In January 1991, Sandhill and K & B Florida Corporation (K & B), a pharmaceutical
retailer, entered into the subject lease (K & B Lease) providing for the rental of a parcel of
real property located in the Gulf Breeze Shopping Center in Gulf Breeze, Florida. Shortly
before the execution of the K & B Lease, Sandhill had leased space in the shopping center to
Delchamps, Inc., a regional supermarket chain, as a so called “anchor” tenant in the
shopping center. Article 2B of the K & B Lease referred to the Delchamps lease and
provided, in pertinent part, as follows:
Article 2
* * *
B. Lessor represents to Lessee that Lessor has entered into leases with the following
named concerns: with Delchamps, Inc. (Delchamps) for a minimum of 45,000 square feet
for supermarket grocery store and that Lessor will construct and offer for lease individual
retail shops for a minimum of 21,000 square feet for various retail uses, all located and
dimensioned shown on the attached Plot Plan, ... Lessor further represents that said
(Emphasis added [by court]).
Article 29A of the K & B Lease contained an integration clause which provided that
“[t]his lease contains all of the agreements made between the parties hereto and may not be
modified orally or in any manner other than by an agreement in writing signed by the parties
hereto or their heirs, legal representatives, successors, transferees, or assigns.” The
Delchamps lease included an assignment provision which granted Delchamps “the right, at
any time after the commencement of the term hereof, to assign this lease ...”
leased premises. In October 1999, Jitney Jungle, and its affiliates, including Delchamps,
filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code.
Thereafter, an order was entered in the bankruptcy proceeding approving Delchamps’
assignment of its lease in the shopping center to Bruno’s Supermarkets, Inc. (Bruno’s). Since
the assignment, Bruno’s has occupied the leased premises under the assigned Delchamps
lease and has operated a Bruno’s grocery store there. Sandhill failed to provide notice to, or
obtain consent from, Eckerd of this assignment.
* * *
At the close of Sandhill’s case, Eckerd moved for, and the trial court granted, a directed
verdict in favor of Eckerd. * * *
The trial court also awarded Eckerd $16,026.04 in damages reflecting the amount of rent
payments made by Eckerd for the period from September 20, 2001, to October 31, 2001.
This appeal ensued.
* * *
It is a fundamental rule of contract interpretation that a contract which is clear, complete,
and unambiguous does not require judicial construction. [Citations.]
* * *
In the case on appeal, the trial court concluded, and we agree, that article 2B of the K &
B Lease clearly and unambiguously gave the lessee the option to cancel the lease if
when a contract on its face appears clear and unambiguous, but fails to specify the rights or
duties of the parties in certain situations. [Citation.] Sandhill submits that, while the
reference in article 2B of the K & B Lease to the Delchamps lease may be “unambiguous”
when read literally, this reference was not “clear” or “complete” with regard to the operation
of the lease should the Del- champs lease be assigned. We cannot agree.
The operation of the parol evidence rule encourages parties to embody their complete
agreement in a written contract and fosters reliance upon the written contract. “The parol
evidence rule serves as a shield to protect a valid, complete and unambiguous written
instrument from any verbal assault that would contradict, add to, or subtract from it, or affect
its construction.” [Citation.] The parol evidence rule presumes that the written agreement
that is sought to be modified or explained is an integrated agreement; that is, it represents the
B. SITUATIONS TO WHICH THE RULE DOES NOT APPLY
1. A contract that is partly written and partly oral; one in which the
parties do not intend the writing to be their entire agreement.
2. A clerical or typographical error that obviously does not represent the
agreement.
3. The lack of contractual capacity of one of the parties, through
minority, intoxication, or mental incompetence, for instance.
4. A defense of fraud, misrepresentation, duress, undue influence,
C. SUPPLEMENTAL EVIDENCE
Although a written agreement cannot be contradicted, evidence of additional
terms may be admissible to explain or supplement a written contract. Such
evidence must be consistent and cannot contradict a provision in the
contract. Under the U.C.C. and Restatement, course of dealing, usage of
trade, and course of performance are often looked to for this type of
evidence.
NOTE: See Figure 15-1 for an illustration of the parol evidence rule.
III. INTERPRETATION OF CONTRACTS
*** Question to Discuss ***
Discuss the rule that aids in the interpretation of a contract.
If the meaning of the written words is ambiguous, the courts may clarify
them by applying rules of interpretation and construction by using
extrinsic (external) evidence where necessary. These rules assist the court
in determining the intended purpose of the unclear terms, the specific
