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Contracts • Defenses to Enforcement and Formation
K#061
Legal Definition
Generally, partial performance of a contract involving the sale of goods satisfies the Statute of Frauds, but only to the extent of the partial performance. If the goods are delivered, there is no valid Statute of Frauds defense; if they are not delivered, there is.
Plain English Explanation
An oral agreement for the sale of goods that would otherwise require a written contract may still satisfy the Statute of Frauds if there is partial performance, but only on the partial performance itself. In other words, if Bob asks Sam to make him 1,000 widgets for $1,000, but changes his mind after Sam has already made 100 widgets, Sam may be able to use their partial performance of making 100 widgets in order to get paid for those 100 widgets. Sam won't be able to force Bob to pay for the additional 900 widgets, however.
Hypothetical
Hypo 1: Sam has a taco cart. Bob runs a tortilla factory. Sam offers to buy $1,000 worth of tortillas every month from Bob for a year. Bob agrees. The first month, Bob drops off a crate full of tortillas and a bill for $1,000. Sam pays the bill. The next month, after Bob has made half of Sam's tortillas, Sam calls and lets him know he won't be selling any tacos for a few months while he goes on vacation. Result: Sam will have to pay Bob for the value of half the tortillas due to partial performance, but the Statute of Frauds will prevent Bob from enforcing the remaining 2 year agreement.
Visual Aids
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