Statute of Frauds Requirements

Why This Matters

The Statute of Frauds is one of the most heavily tested contract law concepts because it represents a fundamental exception to the general rule that oral contracts are enforceable. You're being tested on your ability to identify which contracts must be in writing and—just as importantly—when exceptions allow enforcement of oral agreements. This doctrine connects to broader themes of evidentiary reliability, fraud prevention, and the balance between formal requirements and equitable outcomes.

Don't just memorize the categories that require a writing. Know why each category exists (what fraud or misunderstanding it prevents), what constitutes a sufficient writing, and when courts will enforce oral agreements despite non-compliance. Exam questions love to test the edges—contracts that might be performed within a year, partial performance in land deals, and the merchant confirmation rule under the UCC.

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Contracts Involving High-Value or Complex Transactions

These categories require a writing because the stakes are high enough that memory and oral testimony alone create unacceptable risks of fraud or misunderstanding. The common thread is that these transactions typically involve significant reliance, are difficult to undo, and often occur over extended time periods.

Sale of Goods Over $500

• UCC § 2-201 governs—this threshold applies specifically to goods (movable, tangible property), not services or real estate
• Partial performance exception allows enforcement for the quantity of goods actually accepted or paid for
• Merchant confirmation rule binds both merchants if one sends a written confirmation and the other doesn't object within 10 days

Sale or Transfer of Land

• Any interest in real property requires a writing—this includes sales, leases over one year, easements, and mortgages
• Part performance doctrine may enforce oral land contracts when the buyer has taken possession, made improvements, or paid part of the price
• Equitable conversion principles often tested alongside this requirement in property-focused questions

Contracts Not Performable Within One Year

• Measured from contract formation, not from when performance begins—a two-year employment contract starting tomorrow needs a writing
• Possibility test applies—if there's any theoretical way to complete performance within one year, no writing required
• Lifetime contracts generally don't require a writing because death could occur within a year, making full performance possible

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Promises Involving Third-Party Obligations

These provisions protect against false claims that someone promised to be responsible for another's debt or obligations. The risk of fabricated testimony is especially high when the alleged promisor gains nothing directly from the underlying transaction.

Suretyship (Promise to Pay Another's Debt)

• Collateral promise to a creditor must be in writing—"If he doesn't pay, I will" requires written evidence
• Main purpose exception removes the writing requirement when the promisor's primary motivation is personal benefit, not helping the debtor
• Original promise distinction—a direct promise to pay ("I'll pay for his supplies") isn't suretyship and doesn't require a writing

Executor's Promise to Pay Estate Debts Personally

• Personal liability trigger—only applies when the executor promises to use their own funds, not estate assets
• Protects against pressure on executors from creditors making fraudulent claims about oral promises
• Rarely tested in isolation but often appears as a distractor answer alongside suretyship questions

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Contracts Related to Marriage

This category addresses the unique emotional and financial stakes of marital arrangements, where oral promises are particularly susceptible to misunderstanding or fabrication.

Contracts in Consideration of Marriage

• Prenuptial agreements are the classic example—any contract where marriage is the consideration must be in writing
• Mutual promises to marry excluded—a simple engagement doesn't require a writing; this applies to contracts made in consideration of marriage
• Property settlements and support obligations tied to marriage fall within this provision

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What Constitutes a Sufficient Writing

The writing requirement isn't about formality—it's about evidence. Courts need enough written material to confirm that a contract actually existed and to identify its essential terms.

Written Memorandum Requirements

• Signed by the party to be charged—only the defendant's signature matters; the plaintiff doesn't need to have signed
• Essential terms must appear—parties, subject matter, quantity (for goods), and consideration or price
• Multiple documents can satisfy the requirement if they clearly refer to the same transaction and one is signed

Content Sufficiency Standards

• Quantity is essential for goods—courts won't supply a missing quantity term, even if other terms are clear
• Reasonable certainty standard—the writing must indicate a contract was made, but need not be a formal document
• Electronic signatures generally satisfy the writing requirement under E-SIGN and UETA statutes

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Exceptions and Enforcement Despite Non-Compliance

Courts developed these exceptions to prevent the Statute of Frauds from becoming an instrument of fraud itself—allowing parties to escape legitimate obligations on a technicality.

Part Performance Exception

• Land contracts primarily—taking possession, making improvements, and paying consideration can substitute for a writing
• Goods contracts more limited—only the quantity actually accepted or paid for becomes enforceable
• Unequivocal reference requirement—the actions must clearly point to the existence of the alleged contract

Promissory Estoppel

• Detrimental reliance on an oral promise may make it enforceable despite the Statute of Frauds
• Injustice requirement—the reliance must be substantial and the only way to avoid injustice is enforcement
• Minority approach in some jurisdictions—not all courts recognize promissory estoppel as a Statute of Frauds exception

Effect of Non-Compliance

• Voidable, not void—the contract exists but is unenforceable by the party who could have demanded a writing
• Defense must be raised—courts don't apply the Statute of Frauds sua sponte; it's an affirmative defense
• Restitution still available—a party who conferred benefits under an unenforceable contract can recover in quasi-contract

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Quick Reference Table

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Self-Check Questions

1. A contractor orally agrees to build a garage for a homeowner, with work to begin in two months and completion expected in eight months. Does this contract fall within the Statute of Frauds? Why or why not?

2. Compare the part performance exception for land contracts with the partial performance rule for goods under UCC § 2-201. What must a buyer demonstrate in each case to enforce an oral agreement?

3. A father tells a supplier, "Ship materials to my son's business and send me the bill—I'll make sure you get paid." Is this promise enforceable without a writing? What exception might apply?

4. Which two Statute of Frauds categories both involve promises to pay obligations that aren't originally the promisor's own? What distinguishes them?

5. An oral contract for the sale of a rare painting worth $2,000 is made between two art dealers. One dealer sends a written confirmation; the other receives it but says nothing for three weeks. Analyze enforceability under the UCC.