memorandum

/memaraendam/ To be remembered; be it remembered. A formal word with which the body of a record in the Court of King's Bench anciently commenced. An informal record, note or instrument embodying something that the parties desire to fix in memory by the aid of written evidence, or that is to serve as the basis of a future formal contract or deed. A brief written statement outlining the terms of an agreement or transaction. Informal interoffice communication. Under portion of statute of frauds providing that a contract not to be performed within a year is invalid unless the contract, or some memorandum of the contract, is in writing and subscribed by the party to be charged or his agent, the word "memorandum" implies something less than a complete contract, and the "memorandum" functions only as evidence of the contract and need not contain every term, so that a letter may be a sufficient "memorandum" to take a case out of the statute of frauds. Kerner v. Hughes Tool Co., 128 Cal. Rptr. 839, 845, 56 C.A.3d 924.

This word is used in the statute of frauds as the designation of the written agreement, or note or evidence thereof, which must exist in order to bind the parties in the cases provided. The memorandum must be such as to disclose the parties, the nature and substance of the contract, the consideration and promise, and be signed by the party to be bound or his authorized agent.

See U.C.C. No. 2-201.

See also contract

@ memorandum articles

In the law of marine insurance, this phrase designates the articles of merchandise which are usually mentioned in the memorandum clause (q.v.), and for which the underwriter's liability is thereby limited

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- memorandum check

@ memorandum clause

In a policy of marine insurance the memorandum clause is a clause inserted to prevent the underwriters from being liable for injury to goods of a peculiarly perishable nature, and for minor damages. It might begin, for example, as follows: "N. B. Corn, fish, salt, fruit, flour, and seed are warranted free from average, unless general, or the ship be stranded,"meaning that the underwriters are not to be liable for damage to these articles caused by seawater or the like

@ memorandum decision

A court's decision that gives the ruling (what it decides and orders done), but no opinion (reasons for the decision)

@ memorandum in error

A document alleging error in fact, accompanied by an affidavit of such matter of fact

@ memorandum of alteration

Formerly, in England, where a patent was granted for two inventions, one of which was not new or not useful, the whole patent was bad, and the same rule applied when a material part of a patent for a single invention had either of those defects. To remedy this the statute 5 & 6 Wm. IV, c. 83, empowers a patentee (with the fiat of the attorney general) to enter a disclaimer (q.v.) or a memorandum of an alteration in the title or specification of the patent, not being of such a nature as to extend the exclusive right granted by the patent, and thereupon the memorandum is deemed to be part of the letters patent or the specification

@ memorandum of association

In England, a document to be subscribed by seven or more persons associated for a lawful purpose, by subscribing which, and otherwise complying with the requisitions of the companies' acts in respect of registration, they may form themselves into an incorporated company, with or without limited liability.

See also articles of association

- articles of incorporation

@ memorandum sale

That form of conditional sale in which the goods are placed in the possession of the vendee subject to his approval; the title remaining in the seller until they are either accepted or rejected by the vendee.

See also sale

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