Statutes of Frauds

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Part IV

• Statutes of Frauds

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R2  110. Classes of Contracts Covered

• (1) The following classes of contracts may not
  be enforced unless there is a written memorandum
  or an applicable exception
• (a) a contract of an executor or administrator
  to answer for a duty of his decedent (the
  executor-administrator provision)
• (b) a contract to answer for the duty of another
  (the suretyship provision)
• (c) a contract made upon consideration of
  marriage (the marriage provision)
• (d) a contract for the sale of an interest in
  land (the land contract provision)
• (e) a contract that is not to be performed
  within one year from the making thereof (the
  one-year provision).

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R2  130. Contract Not to Be Performed Within a
Year

• (1) Where any promise in a contract cannot be
  fully performed within a year from the time the
  contract is made, all promises in the contract
  are within the Statute of Frauds until one party
  to the contract completes his performance.
• (2) When one party to a contract has completed
  his performance, the one-year provision of the
  Statute does not prevent enforcement of the
  promises of other parties.

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R2  131. General Requisites of a Memorandum

• Unless additional requirements are prescribed by
  the particular statute, a contract within the
  Statute of Frauds is enforceable if it is
  evidenced by any writing, signed by or on behalf
  of the party to be charged, which
• (a) reasonably identifies the subject matter of
  the contract,
• (b) is sufficient to indicate that a contract
  with respect thereto has been made between the
  parties or offered by the signer to the other
  party, and
• (c) states with reasonable certainty the
  essential terms of the unperformed promises in
  the contract.

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R2  132. Several Writings

• The memorandum may consist of several writings if
  one of the writings is signed and the writings in
  the circumstances clearly indicate that they
  relate to the same transaction.

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R2  134. Signature

• The signature to a memorandum may be any symbol
  made or adopted with an intention, actual or
  apparent, to authenticate the writing as that of
  the signer.

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UCC  2-201(1) General Requirements

• Except as otherwise provided in this section, a
  contract for the sale of goods for the price of
  500 or more is not enforceable by way of action
  or defense unless there is some writing
  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 his authorized agent or broker. A writing is
  not insufficient because it omits or incorrectly
  states a term agreed upon, but the contract is
  not enforceable under this paragraph beyond the
  quantity of goods shown in such writing.

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UCC  2-201(2) Merchants Confirmation Exception

• Between merchants if within a reasonable time a
  writing 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 such party unless written
  notice of objection to its contents is given
  within 10 days after it is received.

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UCC  2-201(3) Other Exceptions

• A contract which does not satisfy the
  requirements of 2-201(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 sellers
  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 his 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 (Sec. 2-606).

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UETA  7. Legal Recognition of Electronic
Records, Signatures, and Contracts

• A record or signature may not be denied legal
  effect or enforceability solely because it is in
  electronic form.
• A contract may not be denied legal effect or
  enforceability solely because an electronic
  record was used in its formation.
• If a law requires a record to be in writing, an
  electronic record satisfies the law.
• If a law requires a signature, an electronic
  signature satisfies the law.

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Scope of UETA ( 3)

• (a) Except as otherwise provided in Subsection
  (b), UETA applies to electronic records and
  electronic signatures relating to a transaction.
• (b) UETA does not apply to a transaction to the
  extent it is governed by
• (2) the Uniform Commercial Code, other than
  Sections 1-107 and 1-206 and Chapters 2 and 2A.

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Scope of UETA ( 3)

• (c) UETA applies to an electronic record or
  electronic signature otherwise excluded from the
  application of this chapter under Subsection (b)
  when used for a transaction subject to a law
  other than those specified in Subsection (b).
• (d) A transaction subject to UETA is also
  subject to other applicable substantive law.

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Opting In to UETA ( 5)

• (b) UETA applies only to transactions between
  parties each of which has agreed to conduct
  transactions by electronic means. Whether the
  parties agree to conduct a transaction by
  electronic means is determined from the context
  and surrounding circumstances, including the
  parties conduct.
• (c) A party that agrees to conduct a transaction
  by electronic means may refuse to conduct other
  transactions by electronic means. The right
  granted by this division may not be waived by
  agreement.

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CISG art. 11

• A contract of sale need not be concluded in or
  evidenced by writing and is not subject to any
  other requirement as to form.