SoF cont. + Mistake setup

This class finishes the Statute of Frauds by working the exceptions branch — the routes that restore enforceability even when a contract falls within a § 110 category — and then sets up the first substantive defense, mistake. The sequencing matters: confirm the writing fails the § 131 content test before asking whether an exception saves the deal.

Exceptions to the writing requirement

Promissory estoppel (R2d § 139). Reasonable, foreseeable reliance on an oral promise can defeat the defense where injustice can be avoided only by enforcement — the McIntosh route, carried over from last class.

Part performance (R2d § 129). For land contracts, a buyer who takes possession, makes improvements, or pays part of the price supplies conduct that is unequivocally referable to the contract, evidencing the agreement the writing would have proved.

UCC § 2-201 exceptions. Between merchants, a confirmatory memo binds the recipient who fails to object within ten days (§ 2-201(2)). Specially manufactured goods not suitable for resale are enforceable once production has substantially begun (§ 2-201(3)(a)), and a party’s judicial admission that a contract was made satisfies the statute up to the quantity admitted (§ 2-201(3)(b)).

Setting up mistake

R2d § 152. A contract is voidable for mutual mistake where both parties erred about a basic assumption with a material effect on the agreed exchange, and the adversely affected party did not bear the risk under § 154.

R2d § 153. Unilateral mistake carries a higher burden: the mistaken party must also show that enforcement would be unconscionable, or that the other party knew or caused the mistake.

R2d § 154. A party bears the risk of a mistake when the contract allocates it, when the party proceeds under conscious ignorance, or when the court allocates the risk to him as reasonable.

Cases

McIntosh v. Murphy and Sterling v. Taylor return as the SoF anchors — reliance and the sufficient-memorandum test. DePrince v. Starboard Cruise Services introduces unilateral mistake: a cruise jeweler quoted a diamond at $235,000 instead of $4.8 million, and the buyer’s knowledge of an obvious error defeated enforcement. Sherwood v. Walker previews mutual mistake: both parties believed a cow was barren, she was not, and the court allowed rescission because the mistake went to the substance of the thing sold rather than merely its quality.

What you should be able to do

Apply the UCC § 2-201 merchant and part-performance exceptions to a goods transaction, run the one-year rule on a long-term services contract, and state the elements of R2d § 153 well enough to spot which element decides a given fact pattern. Next class takes mistake in full, running Sherwood against Wood v. Boynton to show why modern courts ask who bore the risk rather than whether the mistake went to “substance.”