School of Business and Civic Administration
City College
Department of Law

May 25, 1941

Amendments and Additions to
the Statutes of New York
enacted by the Legislature of 1941
affecting the Law of Contracts

The following additions to or amendments of the statutory law of New York, enacted by the Legislature during its 1941 session, effect changes in certain of the existing rules of law affecting contracts. The changes are presented in the sequence of the several chapters of Mayers, *Law of Business Contracts* to which they relate.

## CHAPTER 5: MANIFESTATION OF ASSENT: ACCEPTANCE OF OFFER
### Irrevocable offers

Personal Property Law Sec. 279, subd. 4, and Real Property Law 33, subd. 5 (both subdivisions identical) as added by Laws of 1941, Chapter 328, effective September 1, 1941:

> When hereafter an offer to enter into a contract is made in writing signed by the offeror, which states that the offer is irrevocable during a period set forth or until a time fixed, the offer shall not be revocable during such period or until such time because of the absence of consideration for the assurance of irrevocability. When such a writing states that the offer is irrevocable but does not state any period or time of irrevocability, it shall be construed to state that the offer is irrevocable for a reasonable time.

## CHAPTER 6: MANIFESTATION OF ASSENT: HOW PROVED
### Modification of written contracts, including contracts under seal

By Laws of 1941, Chapter 329, effective September 1, 1941, Section 342 of the Civil Practice Act, (the substance of which is given in Mayers, *Law of Business Contracts, Sec. 69*) is repealed, and there is substituted for it a new Section 342, reading as follows:

> Except as otherwise expressly provided by statute, the presence or absence of a seal upon a written instrument

hereafter executed shall be without legal effect

By the same act, there are added, effective September 1, 1941, Personal
Property Law, Section 33c and Real Property Law, Sec. 282, both sections being
identical and reading as follows:

An executory agreement hereafter made shall be ineffect-
ive to change or modify, or to discharge in whole or in
part, a written agreement or other written instrument
hereafter executed which contains a provision to the effect
that it cannot be changed orally, unless such executory
agreements is in writing and signed by the party against
whom enforcement of the change, modification or discharge
is sought.

CHAPTER 8: CONSIDERATION

Past consideration

Personal Property Law Section 33, subd. 3 and Real Property Section
279, subd. 2 (both subdivisions being identical) added by Laws of 1941, Chapter
331, effective September 1, 1941.

A promise hereafter made in writing and signed by the
promisor shall not be denied effect as a valid contractual
obligation on the ground that consideration for the prom-
ise is past or executed, if the consideration is expressed
in the writing and is proved to have been given or perform-
ed and would be a valid consideration but for the time when
it was given or performed.

CHAPTER 14: AVOIDANCE OF CONTRACTS: LACK OF CONTRACTUAL CAPACITY

Infants' contracts

Debtor and Creditor Law, Sec. 260 as added by Laws of 1941, Chap. 327;
effective April 13, 1941.

1. A contract hereafter made by an infant after he has attained the age of eighteen years may not be disaffirmed by him on the ground of infancy, where the contract was made in connection with a business in which the infant was engaged and was reasonable and provident when made.

2. In any action or proceeding in which the right to disaffirm on the ground of infancy a contract made by an infant after he has attained the age of eighteen years is in issue, the burden of proof on the question whether the contract was made in connection with a business in which the infant was engaged, and also on the question whether the contract was reasonable and provident when made, shall be upon the person seeking to deny or defeat such disaffirmance or to enforce the contract.

CHAPTER 16: AVOIDANCE OF CONTRACTS: MISREPRESENTATION

Claim for damages and rescission not inconsistent; complete relief in one action

Civil Practice Act, Sec. 112e, added by Laws of 1941, Chapter 315, effective September 1, 1941.

A claim for damages sustained as a result of fraud or misrepresentation in the inducement of a contract or other transaction, shall not be deemed inconsistent with a claim for rescission or based upon rescission. In an action for rescission or based upon rescission the aggrieved party shall be allowed to obtain complete relief in one action, including rescission, restitution of the benefits, if any, conferred by him as a result of the transaction, and damages to which he is entitled because of such fraud or misrepresentation; but such complete relief shall not include duplication of items of recovery.

CHAPTER 20: AVOIDANCE OF CONTRACTS: STATUTE OF LIMITATIONS.

## Actions on sealed instruments

By Laws of 1941, Chapter 329, effective September 1, 1941, the twenty year period of limitation for actions on sealed instruments now prescribed by Civil Practice Act, Sec. 47, is reduced to six years. In the case of causes of action accruing prior to September 1, 1941, in which more than six years of the existing twenty year period remain on that date, the period of limitation is shortened to six years from that date.

CHAPTER 22: RIGHTS OF THIRD PARTIES IN CONTRACTS: ASSIGNEES.

## Absence of consideration for assignment

Personal Property Law Sec. 33, subd. 4, and Real Property Law, Sec. 279, subd. 21, both subdivisions being identical, added by Laws of 1941, Chapter 330, effective September 1, 1941.

An assignment hereafter made shall not be denied the effect of irrevocably transferring the assignor's rights because of the absence of consideration, if such assignment is in writing and signed by the assignor.