Statute of Frauds gate
Defenses · Oct 26
Floor. ~40 min: R2d § 110 + McIntosh. The doctrine the next class assumes you have covered.
Target. ~75 min: Floor + Sterling + R2d § 131 + synthesis.
The Statute of Frauds is not a rule of contract formation — it is a procedural affirmative defense. An oral contract is valid; the statute only lets a defendant block enforcement of certain categories absent a signed writing.
Three classic justifications:
(1) The following classes of contracts are subject to a statute, commonly called the Statute of Frauds, forbidding enforcement 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).
(2) The following classes of contracts, which were traditionally subject to the Statute of Frauds, are now governed by Statute of Frauds provisions of the Uniform Commercial Code:
(a) a contract for the sale of goods for the price of $ 500 or more (U.C.C. § 2-201);
...
(5) In many states other classes of contracts are subject to a requirement of a writing.
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.
(1) 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 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. A record 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 record.
(2) 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 such party unless a record containing a notice of objection to its contents is given with 10 days after it is received.
(1) A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce the action or forbearance is enforceable notwithstanding the Statute of Frauds if injustice can be avoided only by enforcement of the promise. The remedy granted for breach is to be limited as justice requires.
(2) In determining whether injustice can be avoided only by enforcement of the promise, the following circumstances are significant:
(a) the availability and adequacy of other remedies, particularly cancellation and restitution;
(b) the definite and substantial character of the action or forbearance in relation to the remedy sought;
(c) the extent to which the action or forbearance corroborates evidence of the making and terms of the promise, or the making and terms are otherwise established by clear and convincing evidence;
(d) the reasonableness of the action or forbearance;
(e) the extent to which the action or forbearance was foreseeable by the promisor.
A contract within the Statute if it cannot possibly be performed within one year of its making (R2d § 130). The test is theoretical impossibility, not what the parties expect or what is likely.
52 Haw. 29, 469 P.2d 177 (1970)
Supreme Court of Hawai'i
Rule. Promissory estoppel can take an oral contract out of the Statute of Frauds where the promisee has reasonably and foreseeably relied to substantial detriment, and injustice can be avoided only by enforcement.
40 Cal. 4th 757, 152 P.3d 420, 55 Cal. Rptr. 3d 116 (2007)
Supreme Court of California
Rule. A memorandum sufficient under the Statute of Frauds need only state the essential terms with reasonable certainty; extrinsic evidence may resolve ambiguity in those terms, but it may not supply or contradict essential terms missing from the writing.
305 N.Y. 48, 110 N.E.2d 551 (1953)
Court of Appeals of New York
Facts. Crabtree negotiated a two-year employment contract with Elizabeth Arden. No single document captured the whole deal. There was an unsigned office memo on a telephone-order blank ("2 years to make good") recording the salary terms, plus two signed payroll change cards reflecting the agreed raises.
Holding. The Statute of Frauds was satisfied. Several writings may be read together to make a sufficient memorandum, and not every one need be signed, so long as at least one signed writing refers to the same transaction and the connection among the documents can be shown — here, by their internal content and reference to the same subject.
Rule. A sufficient memorandum may be pieced together from multiple documents (R2d § 132). At least one must be signed by the party to be charged; the signed and unsigned writings must clearly refer to the same subject matter or transaction, so they can be read together as one memorandum.
Walk through each Statute of Frauds category with a one-line fact pattern, asking the class to call out whether the contract is within the Statute and what writing would satisfy R2d § 131.
1. Aaron agrees to paint Beverly''s house for the next five summers. Y (one-year rule).
2. Aaron agrees to paint Beverly''s house for the rest of her life. N (could be performed within a year: she could die).
3. Carla agrees to sell Dan her vacant lot for $50,000. L (land).
4. Erin promises Frank she will pay her brother''s debt if her brother defaults. S (suretyship).
5. A merchant orders $2,000 of custom shirts by phone. G (UCC § 2-201, goods over $500).
6. Greg promises Hannah he will marry her if she moves to his city. M (marriage).
Vary one fact. In McIntosh v. Murphy, the oral employment promise comes from a recruiter rather than the company's named hiring partner. Does that change the SoF estoppel calculus?
Stretch problems from the chapter.
Rules. R2d § 110, R2d § 131, UCC § 2-201.
Cases. McIntosh v. Murphy · Sterling v. Taylor.
Open question. R2d § 139 lets reliance defeat the Statute, but how much reliance, and on whose evidence? Next class extends the SoF analysis into the exceptions branch and pivots into the mistake doctrine.
Next class: SoF cont. + Mistake setup
_Defenses_ · Oct 27
Finish the SoF exceptions through Sterling v. Taylor and preview mistake with DePrince v. Starboard. A cruise passenger orders earrings at a price the seller listed wrong by a factor of one hundred. If the buyer knew or should have known the price was a mistake, why does the law refuse to hold the seller to the writing? Come ready to answer. You may be called.