Select Page

Contracts II
Villanova University School of Law
Gordon, Ruth

The Requirement of a Record for Enforceability: The Statute of Frauds
I. Introduction
A.      Statute of Frauds is the requirement of these contracts to be in writing:
1.      Suretyship contracts
2.       Contracts concerning interests in land; and
3.       Agreements not to be performed within a year of their making
4.       UCC Sale of Goods
B.      Contemporary Statute of Frauds
1.      UCC requirement – Prevents enforcement of contracts of sale of goods for over $500, security agreements, contracts for sale of personal property (1-206)
2.      Most Statutes Require:
i.      The writing has to be signed by the person who you are trying to enforce the contract against. If company sends an offer and our client sends a letter laying out the agreement, it is only enforceable against our client not the company. MUST BE SIGNED BY THE PARTY TO BE CHARGED.
ii.      The signature is necessary but not conclusive. If there is writing that doesn’t represent an enforceable agreement then the signature won’t mean anything.
iii.      Begin with the assumption that a contract does not have to be in writing to be enforceable. You have to look up in the state the statute of frauds for the particular jurisdiction to see if the contract needs to be in writing
iv.      Just because there is a requirement of writing doesn’t mean that one can’t sue for deceit if another makes a promise with the intent to not perform
3.      Types of Promises
i.      Collateral Promises – A court’s conclusion that a record is required by the suretyship clause
ii.      Original Promises – A court’s conclusion that a record is not required by the suretyship clause
4.      The Statute of Frauds Question Process:
i.      Within Statute of Frauds?
ii.      Sufficient Memorandum to Comply with the Statute
iii.      Within an Exception to the Statute?
II. Problems of Statutory Scope
A. The Suretyship Clause
1.      Covers agreements to answer for another’s obligation (Stron

rimarily liable for the debt, making it his original obligation rather than a surety (Novation), (2) There was consideration for the promise, and (3) the receipt of the consideration was the promisor’s main purpose or leading object in making the promise.
ii.      Justification for the exception:
–         Self interest tends to confirm the fact that the promise was made
–         Justice requires that the promisor be charged with its reasonable value
–   The agreements must be an agreement within the statute of frauds and then it can e taken out by the main purpose doctrine
iii.      Main Purpose Doctrine is judicially created and wont be found in the statute
B.  The One-Year Clause
1.            Contracts not to be performed within one year from the making thereof must be in writing