What You'll Learn

  • Start with the oral-contract default
  • The MYLEGS categories
  • What the writing must contain
  • Common-law and UCC exceptions
  • A reliable exam sequence

Educational information only; not legal advice. This article is a general study aid and should be checked against current authority and course materials.

1. Start with the Oral-Contract Default

Do not begin by assuming that every important deal must be written. First decide whether a contract formed. Then ask whether the agreement falls within a Statute of Frauds category. If it does, test the memorandum and exceptions. The statute usually concerns enforceability, not whether assent occurred.

Key Takeaway

Marriage; contracts not performable within one Year; transfers of an interest in Land; personal promises by an Executor or administrator; sale of Goods for $500 or more; and Suretyship promises to answer for another’s duty.

2. Work Through the Categories Carefully

Category What the outlines emphasize

Marriage A promise made in consideration of marriage is covered; the spouses’ simple mutual promises to marry are not.

One year Use the possibility test at formation. The question is whether full performance is impossible within one year, not whether it is likely.

Land Transfers of an interest in land are covered, including many sales, mortgages, and leases. Work performed on land is not automatically a land transfer.

Executor A personal promise by an executor or administrator to pay an estate obligation from personal funds is covered.

Goods UCC Article 2 requires a sufficient record for a sale of goods priced at $500 or more.

Suretyship A collateral promise to pay if another debtor does not pay is covered, subject to the main-purpose exception.

The one-year possibility test

Measure one year from the date the agreement is made. A five-year employment agreement is within the statute. An agreement for employment for life may be outside it because death could complete performance within a year, even though that result is unlikely.

Suretyship and the main-purpose exception

A secondary promise - “If the debtor does not pay, I will” - ordinarily must be written. But when the promisor’s main purpose is to secure a personal economic advantage, the outlines treat the promise as outside the suretyship writing requirement.

3. What Counts as a Sufficient Writing?

A common-law memorandum may be formal or informal. It should identify the parties, describe the subject matter and essential unperformed terms with reasonable certainty, and be signed by the party against whom enforcement is sought. Several connected writings can be read together when they clearly refer to the same transaction.

Common law UCC sale of goods

Parties, subject matter, essential unperformed promises, and signature of the party to be charged. A record sufficient to indicate that a contract was made, signed by the party to be charged, and stating the quantity. Other terms can often be supplied.

One party’s signature may make the agreement enforceable only against that signer. Between merchants, a signed confirmation may bind the recipient unless written objection is made within ten days.

4. Know the Major Exceptions

● Land part performance: payment plus possession or substantial improvements may support enforcement when reliance makes nonenforcement unjust. ● Specially manufactured goods: no writing may be required when custom goods are unsuitable for others and the seller has substantially begun manufacture or procurement.

● Admission: a party’s pleading or testimony admitting the sales contract can make it enforceable to the admitted quantity. ● Payment, receipt, or acceptance: the sales contract may be enforced to the extent goods or payment were received and accepted. ● Merchant confirmation: a qualifying written confirmation can satisfy the UCC against a merchant recipient who does not object in writing within ten days. ● Equitable reliance: the outlines note that courts differ on promissory-estoppel use, but reliance can be important where one party represented that no writing was needed or that a writing existed.

Key Takeaway

A single agreement can fall within more than one category. A two-year agreement to sell land implicates both the land and one-year provisions. Satisfying an exception for one category does not automatically satisfy the other.

Key Takeaway

A seller orally agrees to transfer a farm in eighteen months. The buyer pays half the price, takes possession, and builds a barn. The agreement falls within both the land and one-year provisions. Part performance strongly supports the land exception, but the answer must still address the independent one-year problem and the sufficiency of any writings.

Exam Tip

  1. Find formation. 2. Classify every MYLEGS category. 3. State the category-specific test. 4. Identify all writings and signatures. 5. Apply each exception separately. 6. Conclude whether the agreement is enforceable and to what extent.

Common Mistake

Treating the statute as a formation rule; using likelihood instead of possibility for the one-year category; forgetting the UCC quantity requirement; assuming partial payment enforces the entire goods contract; and overlooking overlapping categories.

Primary Authorities

  • ● Restatement (Second) of Contracts: Statute of Frauds principles.

  • ● U.C.C. § 2-201.

  • ● The MYLEGS categories and exceptions described in the uploaded Contracts outlines.

Exam-ready conclusion

The Statute of Frauds is a category-by-category enforceability screen. Start from the oral-contract default, identify every covered class, test the signed record, and then apply only the exceptions supported by the facts.