Black-letter propositions
- 01
Traditional Statute of Frauds categories include suretyship, marriage consideration, interests in land, inability to perform within one year, and UCC goods at $500 or more.
- 02
A memorandum must identify parties, subject, and essential terms and be signed by the party to be charged; the UCC generally requires quantity.
- 03
Exceptions include part performance for land, specially manufactured goods, admissions, payment or acceptance of goods, and main-purpose suretyship.
- 04
A completely integrated writing excludes prior contradictory and additional terms; a partially integrated writing excludes contradiction but may admit consistent additions.
- 05
Evidence remains admissible for interpretation, validity defenses, condition precedent, reformation, and later modification.
Use this attack sequence under time
Frame the issue
Classify the contract and applicable writing rule.
Resolve the next checkpoint
Identify signed memorandum and missing terms.
Resolve the next checkpoint
Test all exceptions and remedy limits.
Resolve the next checkpoint
For outside terms, find timing and integration level.
Finish the conclusion
State whether the evidence changes, supplements, or explains.
Common wrong turns
- One-year analysis asks whether performance was possible within a year, not likely.
- The parol-evidence rule does not bar later agreements.
- The UCC merchant-confirmation exception has specific knowledge and objection requirements.
Worked example
A signed complete sales contract omits an earlier oral warranty but contains no clause disclaiming it.
If the writing is completely integrated, the consistent additional warranty may be excluded; if only partial, it may be admitted. The court must decide integration using the applicable evidence rules.
Practice this topic
The writing requirement for goods
UCC 2-201(1) says a contract for the sale of goods for $500 or more is not enforceable unless there is a writing sufficient to indicate that a contract has been made, signed by the party against whom enforcement is sought. A writing is not insufficient because it omits or incorrectly states a term, but the contract is not enforceable beyond the quantity shown. Section 2-201(2) lets a merchant's written confirmation satisfy the requirement against the recipient unless written objection is given within 10 days.
Section 2-201(3) lists exceptions: specially manufactured goods with a substantial beginning of manufacture, an admission in pleading or testimony, and goods for which payment has been made and accepted or that have been received and accepted.
The parol evidence rule
UCC 2-202 says terms set forth in a writing intended as a final expression of the parties' agreement may not be contradicted by evidence of any prior agreement or a contemporaneous oral agreement. They may be explained or supplemented by course of dealing, usage of trade or course of performance, and by evidence of consistent additional terms unless the court finds the writing was also intended as a complete and exclusive statement.
Cornell's summary says the rule bars extrinsic evidence of prior or contemporaneous agreements that contradict a term in a writing the parties intended to be completely integrated, and that a court looks at whether the writing appears completely or partially integrated. It also notes the rule does not block evidence of fraud, duress or mutual mistake.
Frequently asked questions
What is the controlling rule for statute of frauds and parol evidence?+
The Statute of Frauds determines enforceability without a writing; the parol-evidence rule determines the effect of earlier terms on an integrated writing.
How should I analyze statute of frauds and parol evidence on the bar exam?+
Classify the contract and applicable writing rule. Identify signed memorandum and missing terms. Test all exceptions and remedy limits.
What is the UCC statute of frauds threshold?+
A contract for the sale of goods for $500 or more must be evidenced by a signed writing to be enforceable, under UCC 2-201(1).
What are the exceptions to the goods statute of frauds?+
Specially manufactured goods with a substantial beginning of manufacture, an admission in court, and goods paid for and accepted or received and accepted, under 2-201(3).
How does the merchant confirmation rule work?+
A confirming writing sufficient against the sender satisfies the requirement against the recipient unless written objection is given within 10 days after receipt.
What does UCC 2-202 bar?+
Contradicting a final written expression with evidence of any prior agreement or a contemporaneous oral agreement, though it may be explained or supplemented.
What can supplement a final writing under 2-202?+
Course of dealing, usage of trade, course of performance, and consistent additional terms unless the writing was intended as a complete and exclusive statement.