Does this Iowa agreement have to be in writing?
Iowa's general statute of frauds is framed as a rule of evidence: except when otherwise specially provided, no evidence of the enumerated contracts is competent unless it is in writing and signed by the party charged or the party's authorised agent: contracts made in consideration of marriage; promises to answer for the debt, default or miscarriage of another; contracts for the creation or transfer of any interest in lands, except leases for a term not exceeding one year; and contracts not to be performed within one year from the making (Iowa Code § 622.32). The land branch does not apply where the purchase money or any portion of it has been received by the vendor, where the vendee with the vendor's actual or implied consent has taken and held possession under the contract, or where any other circumstance would have taken the case out of the statute of frauds (§ 622.33). A contract for the sale of goods for $500 or more is not enforceable by action or defence unless there is a record sufficient to indicate a contract for sale has been made and signed by the party against whom enforcement is sought, and it is not enforceable beyond the quantity of goods shown in the record (§ 554.2201(1)), but that subsection opens "Except as otherwise provided in this section", and the section provides three exceptions: specially manufactured goods on which the seller has made a substantial beginning or procurement commitments, an admission in the pleading, testimony or otherwise in court of the party against whom enforcement is sought (good only up to the quantity admitted), and goods for which payment has been made and accepted or which have been received and accepted (§ 554.2201(3)); and between merchants a confirming record, sufficient against the sender and received by a party with reason to know its contents, satisfies subsection 1 against that party unless objected to in a record within ten days (§ 554.2201(2)). A credit agreement is not enforceable in contract law by action or defence unless a writing exists containing all of the material terms of the agreement and signed by the party against whom enforcement is sought (§ 535.17(1)). A MODIFICATION is governed by subsection 2 rather than subsection 1, and only once a warning has been given: "Unless otherwise expressly agreed in writing, a modification of a credit agreement which occurs after the person asserting the modification has been notified in writing that oral or implied modifications to the credit agreement are unenforceable and should not be relied upon, is not enforceable in contract law by way of action or defense by any party unless a writing exists containing the material terms of the modification and is signed by the party against whom enforcement is sought." (§ 535.17(2)). "Credit agreement" is a defined term and the definition carves out a great deal: it means any contract made or acquired by a lender to loan money, finance any transaction or otherwise extend credit for any purpose, and it does NOT mean such a contract made by means of or pursuant to a credit card, open-end credit, a home equity line of credit, whether for consumer or business purposes, or a consumer rental purchase agreement (§ 535.17(5)(c)).
The trap
The credit-agreement rule is the strict one and the one that catches commercial parties. Section 535.17 demands ALL of the material terms in the signed writing, and § 535.17(7) says the section "entirely displaces principles of common law and equity that would make or recognize exceptions to or otherwise limit or dilute the force and effect of its provisions" on the enforcement of credit agreements, so the usual estoppel and part-performance arguments are directed at a statute that says it has displaced them, and the section's own definition of a contract confirms what it is aimed at, because it "includes promissory obligations based on instruments and similar documents or on the contract doctrine of promissory estoppel" (§ 535.17(5)(b)). Two qualifications on that, both from the section itself. The displacement is of exception-making doctrines only: "this section does not displace any additional or other requirements of contract law, which shall continue to apply, with respect to the making of enforceable contracts, including the requirement of consideration or other basis of validation" (§ 535.17(7)). And the section keeps one escape of its own: notwithstanding subsections 1 and 2, an unwritten credit agreement valid in other respects is enforceable "if the party against whom enforcement is sought admits in court that the agreement or modification was made, but no agreement or modification is enforceable under this subsection beyond the terms admitted" (§ 535.17(4)), which is the same shape as the goods admission in § 554.2201(3)(b). It does not apply to a credit agreement made primarily for a personal, family or household purpose where the credit extended is twenty thousand dollars or less (§ 535.17(8)). Two smaller points: § 622.32 bars evidence of the contract rather than declaring it void, and it opens with "Except when otherwise specially provided"; and under § 554.2201(1) the quantity shown in the record is a ceiling on what can be enforced. On the goods side the third exception turns on another defined term, since § 554.2201(3)(c) sends goods received and accepted to § 554.2606, where "Acceptance of goods occurs when the buyer a. after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity", or fails to make an effective rejection, or "does any act inconsistent with the seller’s ownership".
14 authorities
- statuteIowa Code § 622.32enactment date not established
The words that state the rule
Except when otherwise specially provided, no evidence of the following enumerated contracts is competent, unless it be in writing and signed by the party charged or by the party’s authorized agent: 1. Those made in consideration of marriage. 2. Those wherein one person promises to answer for the debt, default, or miscarriage of another, including promises by executors to pay the debt of the decedent from their own estate. 3. Those for the creation or transfer of any interest in lands, except leases for a term not exceeding one year. 4. Those that are not to be performed within one year from the making thereof.
- statuteIowa Code § 622.33enactment date not established
The words that state the rule
The provisions of section 622.32, subsection 3, do not apply where the purchase money, or any portion thereof, has been received by the vendor, or when the vendee, with the actual or implied consent of the vendor, has taken and held possession of the premises under and by virtue of the contract, or when there is any other circumstance which, by the law heretofore in force, would have taken the case out of the statute of frauds.
- statuteIowa Code § 554.2201enactment date not established
The words that state the rule
Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker.
- statuteIowa Code § 535.17enactment date not established
The words that state the rule
A credit agreement is not enforceable in contract law by way of action or defense by any party unless a writing exists which contains all of the material terms of the agreement and is signed by the party against whom enforcement is sought.
- statuteIowa Code § 535.17enactment date not established
The words that state the rule
This section entirely displaces principles of common law and equity that would make or recognize exceptions to or otherwise limit or dilute the force and effect of its provisions concerning the enforcement in contract law of credit agreements or modifications of credit agreements. However, this section does not displace any additional or other requirements of contract law, which shall continue to apply, with respect to the making of enforceable contracts, including the requirement of consideration or other basis of validation.
- statuteIowa Code § 535.17enactment date not established
The words that state the rule
This section does not apply to a credit agreement made primarily for a personal, family, or household purpose where the credit extended is twenty thousand dollars or less.
- statuteIowa Code § 554.2201enactment date not established
The words that state the rule
A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.
- statuteIowa Code § 554.2201enactment date not established
The words that state the rule
Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection 1 against the party unless notice in a record of objection to its contents is given within ten days after it is received.
- statuteIowa Code § 554.2201enactment date not established
The words that state the rule
A contract which does not satisfy the requirements of subsection 1 but which is valid in other respects is enforceable a. if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or b. if the party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or c. with respect to goods for which payment has been made and accepted or which have been received and accepted (section 554.2606).
- statuteIowa Code § 535.17enactment date not established
The words that state the rule
Notwithstanding subsections 1 and 2, a credit agreement or modification of a credit agreement which is not in writing, but which is valid in other respects, is enforceable if the party against whom enforcement is sought admits in court that the agreement or modification was made, but no agreement or modification is enforceable under this subsection beyond the terms admitted.
- statuteIowa Code § 535.17enactment date not established
The words that state the rule
“Credit agreement” means any contract made or acquired by a lender to loan money, finance any transaction, or otherwise extend credit for any purpose, and includes all of the terms of the contract. “Credit agreement” does not mean a contract to loan money, finance a transaction, or otherwise extend credit by means of or pursuant to a credit card, as defined in section 537.1301, subsection 17, or pursuant to open-end credit, as defined in section 537.1301, subsection 32, or pursuant to a home equity line of credit, as defined in section 535.10 whether the loan, financing, or credit is for consumer or business purposes or a consumer rental purchase agreement as defined in section 537.3604, subsection 8.
- statuteIowa Code § 535.17enactment date not established
The words that state the rule
Unless otherwise expressly agreed in writing, a modification of a credit agreement which occurs after the person asserting the modification has been notified in writing that oral or implied modifications to the credit agreement are unenforceable and should not be relied upon, is not enforceable in contract law by way of action or defense by any party unless a writing exists containing the material terms of the modification and is signed by the party against whom enforcement is sought.
- statuteIowa Code § 535.17enactment date not established
The words that state the rule
“Contract” means a promise or set of promises for the breach of which the law would give a remedy or the performance of which the law would recognize a duty, and includes promissory obligations based on instruments and similar documents or on the contract doctrine of promissory estoppel.
- statuteIowa Code § 554.2606enactment date not established
The words that state the rule
Acceptance of goods occurs when the buyer a. after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity; or b. fails to make an effective rejection (section 554.2602, subsection 1), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or c. does any act inconsistent with the seller’s ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by the seller.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.