Also known as: signed by the party to be charged · party to be charged · signed by defendant
Written by attorneys — see sources below.
A statutory requirement that a writing offered to satisfy the Statute of Frauds must bear the signature of the defendant in the enforcement action or that defendant's authorized agent. The rule limits enforcement to the party whose signature appears on the memorandum and prevents a plaintiff from using an unsigned writing to bind the nonsigning party.
Stephen Shaw agreed orally to buy $600 of lumber from Skyline Construction. Skyline sent a signed invoice listing the quantity and price. When Skyline later refused delivery, Shaw could not enforce the contract because the invoice lacked his signature. The court dismissed the claim for lack of a writing signed by the party against whom enforcement was sought.
Selena Singh orally agreed with Sterling Dynamics to extend a commercial lease for ten years at a new rent. The tenant sent an email confirming the terms, but the landlord never signed any writing. When the landlord later demanded the original rent, the tenant could not enforce the extension because no writing signed by the party to be charged existed.
Steven Silva, a merchant, emailed a signed confirmation of an oral sale of $800 in parts to Silverline Industries. Silverline received the confirmation but never signed or objected. When Silverline refused to pay, Silva could enforce the contract against Silverline under the merchant rule, yet Silverline could not enforce it against Silva because Silva alone had signed.
Simone Sanders sent a signed letter to Sabrina Shah expressing interest in leasing a warehouse. After negotiations the parties orally agreed on terms, and Sanders later signed a second document omitting the address. The two writings together satisfied the signature requirement because both bore Sanders's signature as the party to be charged.
Skylar Sullivan signed a letter to Spectrum Financial confirming an oral loan agreement but omitted the repayment schedule. The schedule appeared on an unsigned sheet enclosed in the same envelope. The documents were read together because Sullivan's signature on the cover letter referred to the enclosed terms, satisfying the signature requirement against Sullivan.
A manager at Sterling Dynamics orally promised Stephen Shaw a two-year position with a bonus schedule. Shaw began work and performed, but no writing signed by Sterling Dynamics existed. When Sterling later terminated Shaw, the court held the contract unenforceable under the Statute of Frauds because no memorandum bore the signature of the party against whom enforcement was sought.
Interactive Data Corporation hired John Foley in June 1976 as an assistant product manager at a starting salary of $18,500. As a condition of employment Foley signed a confidential and proprietary information agreement. The company's president told Foley that if he performed his job well he would have a long and rewarding employment with the firm. Over the next six years and nine months Foley received steady salary increases, promotions, bonuses, awards, and superior performance evaluations, rising to branch manager of the Los Angeles office with an annual salary of $56,164 plus a merit bonus. In January 1983 Foley learned that his new supervisor, Robert Kuhne, was under investigation by the FBI for embezzlement from his former employer, Bank of America. Foley reported the information to Vice President Richard Earnest because he was worried about working for Kuhne in a supervisory position. Earnest told Foley not to discuss rumors and to forget what he had heard. In early March 1983 Kuhne informed Foley that the company had decided to replace him for performance reasons and offered a transfer to another division. Foley was later told he could continue as branch manager if he agreed to a performance plan, but when Kuhne met with him the next day Kuhne instead gave Foley the choice of resigning or being fired. Foley was discharged on March 13, 1983. Foley filed suit against Interactive Data Corporation alleging three causes of action: tortious discharge in violation of public policy, breach of an implied-in-fact contract to terminate only for good cause, and tortious breach of the implied covenant of good faith and fair dealing. The superior court sustained the company's demurrer without leave to amend and dismissed the action. The Court of Appeal affirmed the judgment. The Supreme Court granted review.
View caseNo. The rule requires a signature only by the party against whom enforcement is sought. A writing signed solely by the defendant permits the plaintiff to enforce the contract against that defendant, but the defendant cannot enforce it against the plaintiff absent the plaintiff's signature.
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Yes under UCC 2-201(2). When merchants exchange a signed confirmation sufficient against the sender and the recipient has reason to know its contents, the confirmation satisfies the signature requirement against the recipient unless the recipient objects in writing within ten days.
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Yes. Separate writings may be read together as a memorandum if at least one is signed by the party to be charged and the documents clearly relate to the same transaction, even without explicit cross-references.
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The writing remains sufficient under UCC 2-201(1) and Restatement section 131 provided it indicates a contract was made and is signed by the party to be charged. Enforcement is limited to the quantity or terms shown in the record.
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…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 or by his authorized agent or broker. O.R.C. Sec. 1335.05, Ohio's general statute of frauds provision, provides, in part: No action shall be brought whereby to charge the…