LEGAL GUIDE
Written by attorney Andrew Erickson Draxton | Jan 17, 2012

Utah Contract Law: Is there a contract?

Utah Contract Law: Forming a Contract

Contracts are a pervasive part of our lives. I'm going to clue you in to some of the most fundamentally important aspects of Utah contract law when it comes to forming a contract. The information below is only the tip of the iceberg; if you need more help, don't hesitate to contact a Utah-licensed attorney.

What is required of all contracts in Utah (both written and oral)? (1) An offer ("I will sell you my car for $4,000."); (2) That is accepted ("I will buy your car for $4,000.); and (3) Consideration ("Here's the $4,000."). Remember, consideration doesn't have to be significant. A "mere peppercorn" can provide adequate consideration to support a contract. And, in the absence of traditional monetary consideration, "promissory estoppel" can also represent consideration. See Model Utah Jury Instruction CV2114 ("Promissory estoppel.") (available at http://www.utcourts.gov/resources/muji/). Do contracts have to be written to be enforceable? No. Unless the contract falls under Utah's "statute of frauds." See Utah Code Ann. § 25-5-1 et seq. (available at http://le.utah.gov/~code/TITLE25/25_05.htm); see also Utah Code Ann. § 70A-2-201 (available at http://le.utah.gov/~code/TITLE70A/htm/70A02_020100.htm). What happens if what is written in a contract is different from what was discussed in negotiations? This is a common problem. Common enough that Utah courts have adopted a rule to address it. It is called the "parol evidence rule." Unless fraud is involved, this rule prevents the introduction of “contemporaneous conversations, statements, or representations, offered for the purpose of varying or adding to the terms of an integrated contract." Union Bank v. Swenson, 707 P.2d 663, 665 (Utah 1985). In other words, if you have a different recollection of what was said about what would be in the contract, the contract may yet be enforceable, unless there is a showing of fraud. What does this mean? Read your contracts before signing them. If there is a conflict between what was said and what is written, point it out and get it fixed.

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