Statute of Frauds and Parol Evidence: Two Contracts Rules the Bar Loves to Test

The statute of frauds and the parol evidence rule both deal with written contracts, which is why they get confused. They answer different questions, and the bar exam tests both.

The statute of frauds

The question it answers: Does this contract need to be in writing to be enforceable?

Covered contracts (MY LEGS):

• Marriage: promises made in consideration of marriage.
• Year: contracts that cannot by their terms be performed within one year from the making.
• Land: contracts for an interest in land.
• Executor: an executor's promise to pay the estate's debts from personal funds.
• Goods: sales of goods for $500 or more (UCC 2-201).
• Suretyship: promises to answer for another's debt.

The one-year rule is narrow. It applies only if performance within one year is impossible under the contract's terms. A contract to work "for life" can be performed within a year (the person could die), so it's generally not covered.

Satisfying it (common law): a writing signed by the party to be charged, containing the essential terms.

Satisfying it (UCC): a writing sufficient to show a contract, signed by the party to be charged, stating a quantity. The contract isn't enforceable beyond the quantity shown.

Key exceptions:

• Part performance (land): courts may enforce an oral land contract if the buyer has done things like pay, take possession, or make improvements, depending on the jurisdiction's test.
• Full performance takes a contract out of the one-year provision.
• Merchant's confirmation (UCC): between merchants, a written confirmation sent within a reasonable time satisfies the statute against the recipient unless they object in writing within 10 days.
• Specially manufactured goods, admissions in court, and goods paid for and accepted or received and accepted (UCC).
• Promissory estoppel, in some jurisdictions.

The parol evidence rule

The question it answers: When the parties have a written agreement, can a party introduce evidence of prior or contemporaneous agreements to change the writing?

The rule: If the writing is a final expression of the parties' agreement (integrated), evidence of prior or contemporaneous agreements can't be used to contradict its terms. If it's completely integrated, meaning a final and complete expression, that evidence also can't be used to add consistent additional terms.

A merger clause is evidence of complete integration but not always conclusive.

Evidence is admissible, even with an integrated writing, to:

• Show a defense to formation, like fraud, duress, mistake, or illegality.
• Show a condition precedent to the agreement taking effect.
• Interpret ambiguous terms.
• Prove a later modification. The rule only covers prior and contemporaneous agreements.
• Show a separate agreement supported by separate consideration.

UCC note: under UCC 2-202, course of dealing, usage of trade, and course of performance can explain or supplement terms even in a final writing, and consistent additional terms may be added unless the writing is complete and exclusive.

Keeping them straight

If the facts are about whether an oral deal can be enforced at all, think statute of frauds. If the facts involve a signed written contract and a party claiming there was more to the deal, think parol evidence.

Where Lexora Prep fits

Rules with lists, thresholds, and exceptions are exactly what Lexora Prep is designed to train. It's a Black Letter Law rule-training platform where you practice rules from memory in five modes, including fill-in-the-blank for exact numbers like $500 and 10 days, and element identification for lists like MY LEGS. Lexora tracks the pieces you miss and brings those rules back, and Essay Practice gives you full Contracts fact patterns to write, with feedback on your analysis.

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