Also known as: reasonably identify · reasonably identified · reasonably identifying
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
A writing satisfies the statute of frauds when it reasonably identifies the subject matter of the contract. The identification must be sufficient to permit confident enforcement without undue ambiguity about what the parties bargained for.
A writing satisfies the statute of frauds when it reasonably identifies the subject matter of the contract. The identification must be sufficient to permit confident enforcement without undue ambiguity about what the parties bargained for.
Select any source to read its text and confirm it supports the definition.
A description of collateral in a security agreement or financing statement reasonably identifies the collateral when it distinguishes the property with enough particularity that the identity is objectively determinable. Super-generic phrases such as all the debtor's assets or all the debtor's personal property fail this standard.
Select any source to read its text and confirm it supports the definition.
A description of collateral in a security agreement or financing statement reasonably identifies the collateral when it distinguishes the property with enough particularity that the identity is objectively determinable. Super-generic phrases such as all the debtor's assets or all the debtor's personal property fail this standard.
Each sense below has its own examples, sources, and questions.
Union Insurance sent Lindsay a signed coverage placement request referring only to your book of coastal homeowners policies and the layer we spoke about on the client's property program. The document listed a total premium and aggregate limit but supplied no county descriptions or policy-form distinctions. Because the writing left the precise portfolio of policies too vague to identify with confidence, the memorandum failed to satisfy the statute of frauds.
The writing must supply enough information about the subject matter to permit confident enforcement without undue ambiguity. References that leave the precise scope of the deal open to multiple interpretations fail the standard even if the parties discussed specifics orally.
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West Garage signed a security agreement granting Metro Automotive an interest in all new and used vehicles held for sale on the dealership lot together with proceeds. Several financed vehicles were later stored at an off-site warehouse. The explicit geographic limit in the description prevented the agreement from reasonably identifying the warehouse vehicles, so Metro Automotive lacked an enforceable security interest in those vehicles.
West Garage also signed a separate security agreement granting Metro Automotive a security interest in all business assets and personal property of the dealership without further limitation. Because the statute expressly rejects descriptions of collateral as all the debtor's assets or all the debtor's personal property, the clause did not reasonably identify any collateral and created no enforceable security interest.
No. An explicit geographic restriction prevents the description from reasonably identifying vehicles kept at an off-site warehouse. The parties' choice to confine coverage to one location controls even when the vehicles were acquired under the same financing arrangement.
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The statute expressly disqualifies super-generic language such as all the debtor's assets or all the debtor's personal property because it creates uncertainty and invites overreaching. No contextual inference drawn from the debtor's business can cure the statutory prohibition.
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The request must be a signed record that reasonably identifies the transaction or relationship that is the subject of the request. A signed email that names the loan agreement meets the standard even if the secured party later responds with deficient information.
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