The Statute of Frauds: Which Contracts Must Be in Writing

The classes of contracts

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 … (b) a contract to answer for the duty of another … (c) a contract made upon consideration of marriage … (d) a contract for the sale of an interest in land … (e) a contract that is not to be performed within one year from the making thereof …

Restatement (Second) of Contracts § 110(1)

Every state has its own statute of frauds, so the details differ. For example, many states add contracts such as real estate commissions or loans above a set amount.

Sales of goods under the UCC

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 …

UCC § 2-201(1)

The writing can be brief. In fact, § 2-201(1) says a writing “is not insufficient because it omits or incorrectly states a term agreed upon,” though the contract is enforceable only up to the quantity shown. The section also lists exceptions, such as goods specially manufactured for the buyer.

Why the writing matters

The statute of frauds is a defense. If a contract falls within it and no signed writing exists, the other party generally cannot enforce it in court. However, courts recognize exceptions such as part performance of a land contract, and the writing may be a letter, an email or several documents read together.

Researching statute of frauds in your state

To research statute of frauds for a real matter, start with the primary sources. For example, read the statute, the rule and the documents in your own file. Then look for recent appellate decisions from your state, because they control how local courts read the law. After that, compare what you found with the federal rules that may also apply. Our state procedures guide and the Research Center can help you find and check each source.

Sources and further reading

Official sources used on this page:

• opencasebook.org
• law.cornell.edu

Related reading on Lawtopolis:

• Contract Formation: Offer, Acceptance and Consideration
• Sales of Goods Under UCC Article 2: Warranties and the Perfect Tender Rule