Drop Chap. 5 of R. (2d) Contracts?

[proftomwbell]

Contract law in Ulex comes from the R.(2d) of Contracts. See Ulex v. 1.2., rule 2.3. Chapter 5 of the R. (2d) of Contracts, §§110-50, provides a number of rules for application of the Statute of Frauds. There is no such statute in the rest of Ulex, making Chapter 5 generally inapplicable. Chapter 5 of the R. (2d) is worse than a mere fossil artifact, however. Section 110(2) specifically provides, "The following classes of contracts, which were traditionally subject to the Statute of Frauds, are now governed by the Statute of Frauds provisions of the Uniform Commercial Code: (a) a contract for the sale of goods [under UCC article 2]; (b) a contract for the sale of securities [under UCC article 8-319]; (c) a contract for the sale of personal property [under UCC article 1-206]."

Ulex does not incorporate UCC article 2, making Ulex v. 1.2., rule 2.3, § 110(2)(a) completely inapplicable. The problems arise with §§110(2)(b) and (c), which cite provisions of UCC art. 8 and 1. After the R. (2d) Contracts was written and published, both of those underwent further changes, resulting in the versions that Ulex has adopted. Those new versions no longer include the provisions cited by the R.(2d) Contracts.

UCC art. 8 expressly now provides in § 8-113, "A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making." UCC art. 1 now says nothing about the Statute; § 1-206 refers to something entirely different.

In sum, the only provisions through which a statute of frauds might become operative under Ulex have no actual effect. Retaining the many and complicated rules for the statute of frauds thus seem both unnecessary and unwise, as it might court confusion. It would probably be best to simply stipulate that Chapter 5, §§ 110-150, of the R. (2d) Contracts is not incorporated into Ulex rule 2.3. This being more than a mere typographical fix, it would probably call for a new version of Ulex--say, 1.2a.