Also known as: within the statute of frauds · within statute of frauds · SOF coverage · statute of frauds applicability
Written by attorneys — see sources below.
A classification of a contract as falling into a category that the Statute of Frauds requires to be evidenced by a signed writing to be enforceable.
Whitney White orally promised to convey a parcel of farmland to Warwick Electronics in exchange for a cash payment. When Warwick later sought to enforce the promise after making the payment, the court examined whether the agreement fell within the statute of frauds because it concerned the transfer of an interest in land.
Willow Walker orally agreed to purchase a commercial lot from Winston West for development purposes. When Willow attempted to enforce the deal after market prices rose, the court assessed whether the promise to buy an interest in land placed the contract within the statute of frauds regardless of the intended transferee.
Wren Wallace orally agreed with Wilma Wright's company to extend an employment term beyond one year and add new performance bonuses. When Wren later sought enforcement after completing additional work, the court determined whether the modified agreement fell within the statute of frauds due to its duration.
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 caseWanda Williams orally contracted to sell a breeding cow to Westmont Healthcare for a substantial sum. After the buyer discovered the animal's true condition and refused payment, the court considered whether the agreement was within the statute of frauds as a contract for the sale of goods exceeding the statutory threshold.
In May 1886, T. C. Sherwood, a banker living in Plymouth in Wayne County, Michigan, sought to purchase cattle from Hiram Walker & Sons. The defendants resided in Detroit, conducted business at Walkerville, Ontario, and maintained a farm at Greenfield in Wayne County where they kept blooded polled Angus cattle that they believed were barren. On May 5, 1886, Sherwood visited the Greenfield farm after the defendants informed him they had a few head there that were probably barren and would not breed. A few days later Sherwood negotiated with one of the defendants for the purchase of the cow known as Rose 2d of Aberlone. On May 15, 1886, the parties reached final agreement by telephone that Sherwood would pay five and one-half cents per pound live weight less fifty pounds shrinkage. That same day the defendants sent Sherwood a letter confirming the sale and enclosing an order directing George Graham to deliver the cow at King’s cattle-yard, send a halter, and have her weighed. On May 19, 1886, Sherwood wrote Graham that he would collect the cow the following morning and instructed that she not be watered. On May 20 the defendants learned from Graham that the cow appeared to be with calf, telegraphed Sherwood that they could not sell her, and instructed Graham not to deliver. On May 21 Sherwood presented the order and letter to Graham, who refused delivery; Sherwood then tendered eighty dollars to Hiram Walker, who refused both the money and the cow. Sherwood commenced a replevin action in justice’s court and obtained judgment. The defendants appealed to the circuit court of Wayne County, where a jury returned a verdict for the plaintiff. After securing possession under the writ, Sherwood caused the cow to be weighed at 1,420 pounds at a location other than King’s cattle-yard. The cow gave birth to a calf in October 1886. At the time of the transaction both parties believed the cow was barren; she had cost the defendants $850 and, if capable of breeding, would have been worth between $750 and $1,000.
View caseWinterhaven Logistics orally modified an existing written supply agreement with Wisconsin Knife Works to increase quantities and alter delivery terms. When one party later denied the changes, the court evaluated whether the modification itself fell within the statute of frauds under the UCC.
In 1981 Wisconsin Knife Works, a division of Black & Decker (U.S.), Inc., a Maryland corporation whose headquarters is in Maryland, sought to manufacture spade bits for its parent and therefore needed a supply of spade bit blanks. National Metal Crafters, a division of Keystone Consolidated Industries, Inc., a Delaware corporation with its principal place of business in Illinois, agreed to supply the blanks. Wisconsin Knife Works issued six purchase orders, each containing printed conditions stating that no modification of the contract would be binding on the buyer unless made in writing and signed by the buyer's authorized representative. National Metal Crafters acknowledged the first two purchase orders, placed August 21, 1981, by letters listing delivery dates; Wisconsin Knife Works inserted those dates into the orders. The remaining four orders, placed September 10, 1981, were accepted by performance after National Metal Crafters supplied oral delivery dates that Wisconsin Knife Works wrote into the forms. All deliveries were due in October and November 1981. National Metal Crafters missed the scheduled delivery dates. Wisconsin Knife Works did not cancel the contract or seek damages for delay; instead, on July 1, 1982, it issued a new set of purchase orders that were later rescinded. By December 1982 National Metal Crafters was producing adequate quantities of blanks, yet only 144,000 of the more than 281,000 blanks ordered had been delivered when Wisconsin Knife Works notified National Metal Crafters on January 13, 1983, that the contract was terminated. Wisconsin Knife Works sued National Metal Crafters in federal district court for breach of the delivery terms. National Metal Crafters counterclaimed for damages, including $30,000 stipulated as the amount owed for breach of a separate oral agreement concerning expenses of maintaining machinery used to fulfill the contract. The district court held that a contract existed. It submitted to the jury the question whether the contract had been modified. The jury found modification and no breach, resulting in dismissal of the complaint and judgment for National Metal Crafters on the counterclaim. Wisconsin Knife Works appealed to the United States Court of Appeals for the Seventh Circuit. The court first examined whether diversity jurisdiction existed, noting that the complaint alleged the plaintiff's corporate parent was a Maryland citizen but failed to state its principal place of business. The record and argument confirmed the headquarters was in Maryland.
View caseA court first confirms a contract exists and then determines whether it falls into a covered category such as a promise to transfer an interest in land or a contract not performable within one year. The classification turns on the subject matter and terms rather than the parties' labels.
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Yes. When parties orally modify a prior agreement, the modified deal is treated as the original contract with changed terms, so a modification that adds or alters an interest in land must itself satisfy the writing requirement.
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The contract remains valid but is unenforceable absent a signed memorandum or an exception such as part performance or promissory estoppel. Courts may still allow restitution to prevent unjust enrichment even when enforcement is barred.
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