The Statute of Frauds

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The Statute of Frauds

Key Takeaways Explain This Topic AI

The Statute of Frauds requires a SIGNED WRITING for six categories — MY LEGS: Marriage (consideration of marriage), contracts that cannot be performed within One Year, Land/interests in real property, Executor/administrator promises to pay estate debts personally, Goods of $500 or more (UCC 2-201), and Suretyship (promises to answer for another's debt).

The writing need only reflect the essential terms and be SIGNED by the party to be charged; under UCC 2-201 the only essential term is QUANTITY, and an enforceable contract may exist beyond the quantity stated.

UCC 2-201 exceptions to the writing requirement: the MERCHANT CONFIRMATION rule (a confirming memo binds a non-objecting merchant within 10 days), SPECIALLY MANUFACTURED goods, ADMISSIONS in pleadings/testimony, and goods PAID FOR or RECEIVED AND ACCEPTED (to that extent).

Common-law exceptions: PART PERFORMANCE of a land contract (payment plus possession plus improvements), FULL PERFORMANCE of a one-year contract, and PROMISSORY ESTOPPEL/detrimental reliance can take a contract out of the Statute.

The ONE-YEAR provision is measured from the DATE OF CONTRACTING and applies only if performance is IMPOSSIBLE within one year by the contract's terms; a contract of uncertain or lifetime duration (terminable at any time) is NOT within the Statute.

Last updated: June 2026

The Six Categories: MY LEGS

The Statute of Frauds does not make a contract void — it makes an otherwise valid oral contract unenforceable by the party seeking to enforce it, unless there is a signed writing or an exception applies. The six covered categories are captured by the mnemonic MY LEGS :

Letter Category Note

M Marriage Promises made in consideration of marriage (e.g., prenuptial agreements; NOT mutual promises to marry)

Y Year Contracts that CANNOT by their terms be performed within one year of the date of contracting

L Land Contracts for the sale of land or an interest in real property (leases over one year, easements, mortgages)

• E Executor A promise by an executor/administrator to pay estate debts out of their OWN funds
• G Goods $500+ UCC 2-201 — sale of goods for a price of $500 or more
• S Suretyship A promise to answer for the debt or default of another (a guaranty)

Watch the main-purpose (leading-object) rule under suretyship: if the surety's main purpose in guaranteeing the debt is to benefit themselves (their own economic advantage), the promise falls OUTSIDE the Statute and needs no writing.

The One-Year Provision and the Land Provision

The one-year provision is heavily tested and counterintuitive. Measure from the date of contracting , not the date performance begins. The contract is within the Statute only if, by its terms, performance is IMPOSSIBLE to complete within one year.

'Employment for two years' → within the Statute (cannot finish in one year). 'Employment for life' → NOT within the Statute, because the employee could die within a year (performance is possible within one year, even if unlikely).

A contract terminable at will or 'for as long as the parties wish' is not within the Statute.

Full performance by one side generally takes a one-year contract OUT of the Statute (the performing party can sue).

The land provision covers any interest in real property: the sale itself, leases longer than one year, easements, mortgages, and options to buy land. The key common-law escape is part performance : an oral land contract becomes enforceable when the buyer does some combination of (1) paying part or all of the price, (2) taking possession, and (3) making substantial improvements. Most jurisdictions require at least two of these (commonly possession + improvements, or possession + payment) as unequivocal evidence of the contract.

UCC 2-201: The Writing and Its Exceptions

For goods of $500 or more , UCC 2-201 sets a relaxed standard. The writing must: (1) indicate a contract was made, (2) be signed by the party to be charged (any symbol intended as authentication suffices), and (3) state a quantity — quantity is the ONLY essential term, and the contract is not enforceable beyond the quantity shown. Price, delivery, and other terms can be supplied by gap-fillers.

Four statutory exceptions dispense with the writing entirely:

Exception (2-201) Rule

Merchant confirmation (2-201(2)) Between merchants, a signed confirmation sufficient against the SENDER also binds the RECIPIENT unless they object in writing within 10 days of receipt

Specially manufactured goods (2-201(3)(a)) No writing needed if goods are custom-made, not suitable for sale to others, and the seller has substantially begun manufacture or commitments before notice of repudiation

Admissions (2-201(3)(b)) If the party admits in pleadings, testimony, or court that a contract was made, it is enforceable up to the quantity admitted

Payment or receipt and acceptance (2-201(3)(c)) Enforceable to the extent goods have been received and accepted, or payment has been made and accepted (partial performance validates only that quantity)

The merchant confirmation rule is a frequent MBE trap: a merchant who receives a confirming memo and stays silent for 10 days loses the SoF defense even though they never signed anything.

Multiple Writings, Signatures, and Estoppel

The required 'writing' need not be a single formal document. Multiple writings can be combined to satisfy the Statute if at least one is signed by the party to be charged and the documents clearly relate to the same transaction (e.g., a signed letter referencing an unsigned purchase order). A signature is any mark, initials, letterhead, or electronic symbol made with intent to authenticate; under the E-SIGN Act and UETA, electronic signatures and records satisfy the writing requirement.

When the Statute would otherwise bar enforcement, promissory estoppel can override it: a party who reasonably and foreseeably relies to their detriment on an oral promise may enforce it to avoid injustice (Restatement 139), particularly where the other party admitted the contract or induced the reliance.

Essay structure: (1) Is the contract within a MY LEGS category? If not, the SoF is satisfied — move on. (2) If within the Statute, is there a sufficient signed writing (or combinable writings)? (3) If not, does an exception apply (UCC 2-201's four exceptions; common-law part performance, full performance of a one-year contract, or estoppel)? Remember the Statute is an affirmative DEFENSE — it does not negate the existence of the contract, only its enforceability, and it can be waived if not raised.