party has so changed his position that injustice can only be avoided by specific enforcement. Promissory Estoppel ( Alaska ) o Rest. 139(1): A promise which the promisor expects to induce action or forbearance by the promisee and which does induce this action is enforceable outside of the SoF if injustice can be only avoided by enforcement. o Circumstances significant in determining if injustice can only be avoided by enforcement: Availability/adequacy of other remedies (cancellation/restitution) Definite and substantial character of action of reliance in relation to remedy Clear and convincing evidence of promise Reasonableness of the action or forbearance Foreseeability of action by promisor Rest. 131 – General Requisites of a Memorandum A K with SoF is enforceable if it is written , signed by or behalf of party to be charged which o Identifies the subject matter of the K o Is sufficient to show that a K has been the parties o States with reasonably certainty the essential terms of the promises UCC Statute of Frauds Buffaloe v. Hart – Man attempted to buy 5 barns to re-sell them. He offered a deposit check for the full amount, made some improvements, paid for insurance. Seller then tore up the check and sold them individually for more money, claiming no K, because there was no writing. Check was never signed by seller, so party to be charged never signed, therefore doesn’t satisfy SoF. Court finds that the check was part performance . Acceptance by buyer includes improvements , insurance, etc. Acceptance by seller was accepting check before tearing it up. A reasonable person would see that this showed assent to K, and therefore no SoF. UCC 2-201 – General Requirements A K for sale of goods for $500 or more is unenforceable unless there is some writing sufficient to indicate that a K for sale has been made, and has been signed by the party against whom enforcement is sought. A writing is not insufficient because it omits or incorrectly states a term agreed upon, but the K is not enforceable under this paragraph beyond the quantity of goods shown in writing. UCC 2-201(1) – Written memo requirements Must evidence a K for the sale of goods Must be “signed”, a word which includes any authentication which identifies the party to be charged, and; A quantity UCC 2-201(2) – Merchant’s Exception A writing can be enforced against a party who did not sign if: o Both parties are merchants
o Within a reasonable time of the oral K, one of the parties sends a written confirmation to the other which is signed by sender and satisfies SoF against him o The recipient has reason to know its contents o Does not object within 10 days of receipt. UCC 2-201(3) – Exceptions A K which doesn’t satisfy the writing requirements is enforceable: o Where the seller has begun to make specially manufactured goods for the buyer Not suitable for sale to others Substantial beginning/commitments o Payment has been made and accepted, or goods have been delivered and accepted “ Partial performance
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