Part IV in a Series about the Statute of Frauds

This article is the fourth in a series of articles covering the Statute of Frauds. Here we examine whether the various napkins, emails, letters and other writings that you have jammed into your manilla folder or saved without any organization in mind on your computer qualify as a “writing” for purposes of meeting the requirements of the Statute of Frauds.

In Virginia, a writing need not conclusively establish the existence of a contract.  This means that you do not necessarily need to have a document that looks like what would traditionally be a contract.  As long as the writing provides a basis for believing the offered evidence rests on a real transaction.

If the contract is not governed by the Uniform Commercial Code (“U.C.C.”), which means it is not a contract for the sale of goods, it must include the material terms of the agreement and it must be signed by the person who claims that there is no contract.

If the contract is for the sale of goods and therefore governed by the U.C.C., it need not have all of the material terms in the writing.  It only needs to identify the quantity of goods for sale, and it again it must be signed by the person who claims there is no contract.  If both parties to the contract are merchants, the non-signing party will be charged with having signed the writing if the writing was sent to him and he did not respond within 10 days.  Even though an agreement for the sale of goods only requires a writing if it is for more than $500 worth of goods, it is not required that the writing states that the agreement is for $500 worth of goods to meet the “writing” requirement under the Statute of Frauds.

If the contract is one for the lease of personal property (not real estate), the writing must expressly state that it is a lease, it must describe the leased goods, and it must state the duration of the lease.

While this article provides basic information regarding what must be in your contract to meet the requirements of the Statute of Frauds, you do not want to be in a position where you have to walk into court and argue that your contract only barely meets the minimal requirements of the law.  Case law changes often and there is no substitute for a competent attorney who can advise you and review your contract for you to not only make sure that it meets the basic requirements but also to ensure that it includes additional terms so that you possess a solid contract that exceeds what is minimally required under the law.

Previous Articles in this Series:

• Does My Contract Need To Be In Writing?
• How Do I Know if My Agreement Can be Performed Within One Year?
• Has There Been Performance Such That My Contract No Longer Needs to be in Writing to Comply with the Statute of Frauds?

Upcoming Articles:

• What if we Modify our Written Contract that Was Originally Governed by the Statute of Frauds?