Also known as: signed writings · writing signed by party
Written by attorneys · grounded in primary & secondary sources — see below
A writing that bears the signature of the party to be charged and that, alone or together with other writings, satisfies formal requirements such as those imposed by the Statute of Frauds.
Sophia Singh sent Sebastian Santos a signed letter confirming the terms of an oral agreement for the sale of equipment. The letter omitted Santos's name and address. The envelope bearing Santos's name arrived with the letter. A court read the two documents together to satisfy the Statute of Frauds.
Sterling Manufacturing accepted late shipments from Sentinel Security under purchase orders containing a no-oral-modification clause. When Sterling later canceled, Sentinel claimed an oral agreement had extended the delivery schedule. The court held that the clause required any modification to appear in a signed writing.
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Yes. A signed writing may be read with an unsigned writing when the signed document refers to the unsigned one explicitly or by implication, the documents are physically attached, or the circumstances show they clearly relate to the same transaction.
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No. A writing that denies the making of the contract is not a memorandum of it, even if signed.
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Yes. A signed writing that accurately states the terms remains sufficient even if it also repudiates or cancels the contract.
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Yes. Under UCC § 2-209(2), a signed agreement that excludes modification except by signed writing cannot be modified otherwise.
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…emphasized in Horn & Hardart Co. v. Pillsbury Co. , that this rule “contains two strict threshold requirements.” First, the signed writing relied upon must by itself establish “‘a contractual relationship between the parties.’” The second threshold requirement is that the unsigned writing must “ ‘on its face refer to the same…