10.1 Chapter 10 Writings and Records, Defenses, Remedies, and Creditors’ Rights © 2003 by West Legal Studies in Business/A Division of Thomson Learning
10.2 Writings Oral contracts are legal and enforceable, but are sometimes hard to prove. Purposes for writing contracts include Authentication Prevention of forgery Demonstration of each party’s serious intent
10.3 Signatures Any tangible sign used to authenticate writing Cursive Stamp Corporate seal Initials Typing or printing Fingerprinting Electronic signature pads Digital signatures
10.4 Statute of Fraud Categories These documents must be in writing: Sale of land Guarantees to pay the debts of others Contracts incapable of performance within one year of their making Sales of goods of $500 or more
10.5 Uniform Electronic Transactions Act Most significant law for electronic commerce Validates electronic contracts, electronic signatures, and use of electronic agents UETA does not apply to wills or their revisions, testamentary trusts, or common negotiable instruments
10.6 Provisions of the UETA Electronic records Electronic signatures Electronic records and contracts Information in writing Presentation of records Change or error
10.7 Provisions of the UETA Notarization and acknowledgement Retention of electronic records Admissibility in evidence Automated transaction Time and place of sending and receiving Transferable records
10.8 Parol Evidence Prohibits either party from proving any different terms than those stated in the written document Integration Merger clause Confirmatory records
10.9 Contract Defenses: Capacity These defenses can be brought up to void contracts: Minority Intoxication Under the influence of drugs Insanity
10.10 Contract Defenses: Fraud and Misrepresentation UCC imposes good faith requirements UCITA further provides for “observance of reasonable commercial standards of fair dealing” in every contract
10.11 Contract Defenses: Mistakes Discuss the implications of each of the following mistakes and give examples of each: Bilateral or mutual mistakes Unilateral mistakes Electronic errors Let’s Discuss Let’s Discuss Let’s Discuss Let’s Discuss
10.12 Contract Defenses: Duress Duress Duress includes direct threat of force Economic duress Unconscionability Undue influence Undue influence includes no direct threat of force, but subtle coercion
10.13 Types of illegalities: Licensing Gambling Public policy Restraints of trade Contract Defenses: Illegality
10.14 Agency principal agent Two-party relationship between a principal and agent. Agents must not Exhibit conflicts of interest Simultaneously represent both parties Favor their own personal interests Take a profit make for the principal without the principal’s consent Divulge principal’s trade secrets Break the law in the performance of duties
10.15 Discharge of Obligations Discharge by performance Impossibility of performance Damages (compensatory, punitive, liquidated) Specific performance Arbitration clauses
10.16 UCC Remedies Consequential damages Cancellation of the contract Lapse of statute of limitations Commercial impracticality
10.17 Creditor’s Rights: Secured Financing Promissory notes Insolvency Pledge Lien Foreclosure Security interests Attachment and perfection
10.18 Creditor’s Rights: Bankruptcy Straight Straight bankruptcy (Chapter 7) Complete liquidation of assets to satisfy debt Voluntary or involuntary petitions Secured and unsecured creditors involved Debt adjustment Debt adjustment (Chapter 13) Debts adjusted, not discharged Trustee arranges payment of all debts