Part IVPart IV

Statutes of FraudsStatutes of Frauds

R2 § 110. Classes of Contracts CoveredR2 § 110. Classes of Contracts Covered

(1) The following classes of contracts [may not be enforced] unless (1) The following classes of contracts [may not be enforced] unless there is a written memorandum or an applicable exception:there is a written memorandum or an applicable exception:

(a) a contract of an executor or administrator to (a) a contract of an executor or administrator to answer for a duty answer for a duty of his decedentof his decedent (the executor-administrator provision); (the executor-administrator provision);

(b) a contract to (b) a contract to answer for the duty of anotheranswer for the duty of another (the suretyship (the suretyship provision);provision);

(c) a contract made (c) a contract made upon consideration of marriageupon consideration of marriage (the marriage (the marriage provision);provision);

(d) a contract for the (d) a contract for the sale of an interest in landsale of an interest in land (the land contract (the land contract provision);provision);

(e) a contract that is (e) a contract that is not to be performed within one yearnot to be performed within one year from the from the making thereof (the one-year provision).making thereof (the one-year provision).

R2 § 130. Contract Not to Be Performed R2 § 130. Contract Not to Be Performed Within a YearWithin a Year

(1)(1) Where any promise in a contract Where any promise in a contract cannot be fully performed cannot be fully performed within a yearwithin a year from the time the contract is made, all from the time the contract is made, all promises in the contract are within the Statute of Frauds until promises in the contract are within the Statute of Frauds until one party to the contract completes his performance.one party to the contract completes his performance.

(2) (2) When one party to a contract has completed his performance, When one party to a contract has completed his performance, the one-year provision of the Statute does not prevent the one-year provision of the Statute does not prevent enforcement of the promises of other parties.enforcement of the promises of other parties.

R2 § 131. General Requisites of a MemorandumR2 § 131. General Requisites of a Memorandum

Unless additional requirements are prescribed by the particular Unless additional requirements are prescribed by the particular statute, a contract within the Statute of Frauds is enforceable if statute, a contract within the Statute of Frauds is enforceable if it is evidenced by any writing, signed by or on behalf of the it is evidenced by any writing, signed by or on behalf of the party to be charged, whichparty to be charged, which

(a) reasonably identifies the (a) reasonably identifies the subject mattersubject matter of the contract, of the contract,

(b) is sufficient to indicate that a (b) is sufficient to indicate that a contractcontract with respect thereto with respect thereto has been made between the parties or offered by the signer to has been made between the parties or offered by the signer to the other party, andthe other party, and

(c) states with reasonable certainty the (c) states with reasonable certainty the essential termsessential terms of the of the unperformed promises in the contract.unperformed promises in the contract.

R2 § 132. Several WritingsR2 § 132. Several Writings

The memorandum may consist of several writings if one of the The memorandum may consist of several writings if one of the writings is signed and the writings in the circumstances clearly writings is signed and the writings in the circumstances clearly indicate that they relate to the same transaction.indicate that they relate to the same transaction.

R2 § 134. SignatureR2 § 134. Signature

The signature to a memorandum may be any symbol made or The signature to a memorandum may be any symbol made or adopted with an intention, actual or apparent, to authenticate the adopted with an intention, actual or apparent, to authenticate the writing as that of the signer.writing as that of the signer.

UCC § 2-201(1): General RequirementsUCC § 2-201(1): General Requirements

Except as otherwise provided in this section, a contract for the Except as otherwise provided in this section, a contract for the sale of goods sale of goods for the price of $500 or morefor the price of $500 or more is not enforceable is not enforceable by way of action or defense unless there is by way of action or defense unless there is some writingsome writing sufficient to indicate that a contract for sale has been made sufficient to indicate that a contract for sale has been made between the parties and between the parties and signed by the party against whom signed by the party against whom enforcement is soughtenforcement is sought or by his authorized agent or broker. A or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a writing is not insufficient because it omits or incorrectly states a term agreed upon, but the contract is term agreed upon, but the contract is not enforceablenot enforceable under this under this paragraph paragraph beyond the quantity of goods shown in such beyond the quantity of goods shown in such writingwriting..

UCC § 2-201(2): Merchant’s Confirmation UCC § 2-201(2): Merchant’s Confirmation ExceptionException

Between merchantsBetween merchants if within a reasonable time a writing in if within a reasonable time a writing in confirmationconfirmation of the contract and sufficient against the sender is of the contract and sufficient against the sender is received and the partyreceived and the party receiving it has reason to know its receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against contents, it satisfies the requirements of subsection (1) against such party unless such party unless written notice of objectionwritten notice of objection to its contents is to its contents is given within 10 daysgiven within 10 days after it is received. after it is received.

UCC § 2-201(3): Other ExceptionsUCC § 2-201(3): Other Exceptions

A contract which does not satisfy the requirements of [§2-201(1)] but A contract which does not satisfy the requirements of [§2-201(1)] but which is valid in other respects is enforceablewhich is valid in other respects is enforceable

(a)(a) if the goods are to be if the goods are to be specially manufacturedspecially manufactured for the buyer and for the buyer and are not suitable for sale to others in the ordinary course of the seller’s are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; oror commitments for their procurement; or

(b)(b) if the party against whom enforcement is sought if the party against whom enforcement is sought admits in his admits in his pleading, testimony, or otherwise in courtpleading, testimony, or otherwise in court that a contract for sale was that a contract for sale was made, but the contract is not enforceable under this provision beyond made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; orthe quantity of goods admitted; or

(c)(c) with respect to with respect to goodsgoods for which for which paymentpayment has been has been made and made and acceptedaccepted or which have been or which have been received and acceptedreceived and accepted (Sec. 2-606). (Sec. 2-606).

UETA § 7. Legal Recognition of Electronic UETA § 7. Legal Recognition of Electronic Records, Signatures, and ContractsRecords, Signatures, and Contracts

(a)(a) A record or signature A record or signature may not be denied legal effectmay not be denied legal effect or or enforceability solely because it is in electronic form.enforceability solely because it is in electronic form.

(b)(b) A contract may not be denied legal effect or enforceability A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.solely because an electronic record was used in its formation.

(c)(c) If a law requires a record to be in writing, an electronic If a law requires a record to be in writing, an electronic record record satisfies the lawsatisfies the law..

(d)(d) If a law requires a signature, an electronic signature satisfies If a law requires a signature, an electronic signature satisfies the law.the law.

Scope of UETA (§ 3)Scope of UETA (§ 3)

(a)(a) Except as otherwise provided in Subsection (b), [UETA] Except as otherwise provided in Subsection (b), [UETA] applies to electronic records and electronic signatures relating applies to electronic records and electronic signatures relating to a transaction.to a transaction.

(b)(b) [UETA] does not apply to a transaction to the extent it is [UETA] does not apply to a transaction to the extent it is governed by:governed by:

……

(2) the Uniform Commercial Code, other than Sections 1-107 (2) the Uniform Commercial Code, other than Sections 1-107 and 1-206 and Chapters 2 and 2A. and 1-206 and Chapters 2 and 2A.

Scope of UETA (§ 3)Scope of UETA (§ 3)

(c)(c) [UETA] applies to an electronic record or electronic [UETA] applies to an electronic record or electronic signature otherwise excluded from the application of this signature otherwise excluded from the application of this chapter under Subsection (b) when used for a transaction chapter under Subsection (b) when used for a transaction subject to a law other than those specified in Subsection (b).subject to a law other than those specified in Subsection (b).

(d)(d) A transaction subject to [UETA] is also subject to other A transaction subject to [UETA] is also subject to other applicable substantive law. applicable substantive law.

““Opting In” to UETA (§ 5)Opting In” to UETA (§ 5)

(b)(b) [UETA] applies only to transactions between parties each of [UETA] applies only to transactions between parties each of which has agreed to conduct transactions by electronic means. which has agreed to conduct transactions by electronic means. Whether the parties agree to conduct a transaction by Whether the parties agree to conduct a transaction by electronic means is determined from the context and electronic means is determined from the context and surrounding circumstances, including the parties’ conduct.surrounding circumstances, including the parties’ conduct.

(c)(c) A party that agrees to conduct a transaction by electronic A party that agrees to conduct a transaction by electronic means may refuse to conduct other transactions by electronic means may refuse to conduct other transactions by electronic means. The right granted by this division may not be waived means. The right granted by this division may not be waived by agreement.by agreement.

CISG art. 11CISG art. 11

A contract of sale need not be concluded in or evidenced by writing A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form….and is not subject to any other requirement as to form….