Statute of frauds

In the following cases, every agreement is void unless such agreement or some note or memorandum thereof expressing the consideration is in writing and subscribed by the party to be charged therewith or some other person by him thereunto lawfully authorized in writing: (1) Every agreement which, by its terms, is not to be performed within one year from the making thereof; (2) Every special promise by an executor or administrator to answer damages out of his own estate; (3) Every special promise to answer for the debt, default or miscarriage of another; (4) Every agreement, promise or undertaking made upon consideration of marriage, except mutual promises to marry;

(5) Every contract for the sale of lands, tenements or hereditaments, or of any interest therein, except leases for a term not longer than one year, unless the purchase money, or a portion thereof is paid and the purchaser is put in possession of the land by the seller; (6) Every agreement, contract or promise to make a will or to devise or bequeath any real or personal property or right, title or interest therein;

(7) Every agreement or commitment to lend money, delay or forebear repayment thereof or to modify the provisions of such an agreement or commitment except for consumer loans with a principal amount financed less than $25,000; (8) Notwithstanding Section 7-8-113, every agreement for the sale or purchase of securities other than through the facilities of a national stock exchange or of the over-the-counter securities market.

Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500) or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon, but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

(2) Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the party unless notice in a record of objection to its contents is given within 10 days after it is received. (3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable: (a) If the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) If the party against whom enforcement is sought admits in the party’s pleading, testimony, or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) With respect to goods for which payment has been made and accepted or which have been received and accepted (Section 7-2-606).

In the following cases and under the following conditions an agreement, promise, or undertaking is unenforceable unless it or some note or memorandum of it is in writing and subscribed by the party charged or by an agent of that party:

an agreement for leasing for a longer period than one year, or for the sale of real property, or of any interest in real property, or to charge or encumber real property

an agreement that by its terms is not to be performed within a year from the making of it;

a special promise to answer for the debt of another; (4) an agreement by an executor or administrator to pay the debts of the testator or intestate out of the personal estate of the executor or administrator; (5) an agreement made upon consideration of marriage other than mutual promises to marry;

an agreement authorizing or employing an agent or broker to sell or purchase real estate for compensation or commission; however, if the note or memorandum of the agreement is in writing, subscribed by the party to be charged or by a lawfully authorized agent, contains a description of the property sufficient for identification, authorizes or employs the agent or broker named in it to sell the property, and expresses with reasonable certainty the amount of the commission or compensation to be paid the agent or broker, the agreement of authorization or employment is not unenforceable for failure to state a consideration;

an agreement to lend more than $50,000 or to grant or extend credit of more than $50,000, if the loan or grant or extension of credit is not primarily for personal, family, or household purposes and if the person who agrees to lend or grant or extend credit is engaged in the business of lending or arranging for the lending of money or the granting or extension of credit; in this paragraph a loan secured solely by residential property consisting of one to four dwelling units is considered to be a loan primarily for personal, family, or household purposes.

No estate or interest in real property, other than a lease for a term not exceeding one year, nor any trust or power concerning the property may be created, transferred, or declared, otherwise than by operation of law, or by a conveyance or other instrument in writing subscribed by the party creating, transferring, or declaring it or by that party's agent under written authority and executed with the formalities that are required by law. If the estate or interest in real property is created, transferred, or declared to a nonresident alien or for the benefit of a nonresident alien, the instrument shall so state and shall contain the name and address of the alien. This subsection does not affect the power of a testator in the disposition of real property by will, nor prevent a trust's arising or being extinguished by implication or operation of law, nor affect the power of a court to compel specific performance of an agreement in relation to the property.

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

Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of (a) of this section against the party unless written notice of objection to its contents is given within 10 days after it is received.

A contract that does not satisfy the requirements of (a) of this section but that is valid in other respects is enforceable (1) if the goods are to be specially manufactured for the buyer and 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 under circumstances that reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; (2) if the party against whom enforcement is sought admits in a pleading, in testimony, or in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (3) with respect to goods for which payment has been made and accepted or that have been received and accepted ( AS 45.02.606 ).

(a) The following contracts are invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or by the party’s agent: (1) An agreement that by its terms is not to be performed within a year from the making thereof. (2) A special promise to answer for the debt, default, or miscarriage of another, except in the cases provided for in Section 2794. (3) An agreement for the leasing for a longer period than one year, or for the sale of real property, or of an interest therein; such an agreement, if made by an agent of the party sought to be charged, is invalid, unless the authority of the agent is in writing, subscribed by the party sought to be charged. (4) An agreement authorizing or employing an agent, broker, or any other person to purchase or sell real estate, or to lease real estate for a longer period than one year, or to procure, introduce, or find a purchaser or seller of real estate or a lessee or lessor of real estate where the lease is for a longer period than one year, for compensation or a commission.

(1) Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500) or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subdivision beyond the quantity of goods shown in the record.

If the writing includes the essential terms of the parties’ agreement, there is no bar to the admission of relevant extrinsic evidence to explain or clarify those terms. The memorandum, viewed in light of the evidence, must be sufficient to demonstrate with reasonable certainty the terms to which the parties agreed to be bound. Here, plaintiffs attempt to enforce a price term that lacks the certainty required by the statute of frauds.

(2) Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subdivision (1) against the party unless notice in a record of objection to its contents is given within 10 days after it is received.

(3) A contract which does not satisfy the requirements of subdivision (1) but which is valid in other respects is enforceable: (a) If the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; (b) If the party against whom enforcement is sought admits in its pleading, testimony, or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) With respect to goods for which payment has been made and accepted or which have been received and accepted (Section 2606). (4) Subdivision (1) of this section does not apply to a qualified financial contract as that term is defined in paragraph (2) of subdivision (b) of Section 1624 of the Civil Code if either (a) there is, as provided in paragraph (3) of subdivision (b) of Section 1624 of the Civil Code, sufficient evidence to indicate that a contract has been made or (b) the parties thereto, by means of a prior or subsequent written contract, have agreed to be bound by the terms of the qualified financial contract from the time they reach agreement (by telephone, by exchange of electronic messages, or otherwise) on those terms.

(d) An electronic message of an ephemeral nature that is not designed to be retained or to create a permanent record, including, but not limited to, a text message or instant message format communication, is insufficient under this title to constitute a contract to convey real property, in the absence of a written confirmation that conforms to the requirements of subparagraph (B) of paragraph (3) of subdivision (b).

(5) An agreement that by its terms is not to be performed during the lifetime of the promisor. (6) An agreement by a purchaser of real property to pay an indebtedness secured by a mortgage or deed of trust upon the property purchased, unless assumption of the indebtedness by the purchaser is specifically provided for in the conveyance of the property. (7) A contract, promise, undertaking, or commitment to loan money or to grant or extend credit, in an amount greater than one hundred thousand dollars ($100,000), not primarily for personal, family, or household purposes, made by a person engaged in the business of lending or arranging for the lending of money or extending credit. For purposes of this section, a contract, promise, undertaking, or commitment to loan money secured solely by residential property consisting of one to four dwelling units shall be deemed to be for personal, family, or household purposes.

(3) There is sufficient evidence that a contract has been made in any of the following circumstances: (A) There is evidence of an electronic communication (including, without limitation, the recording of a telephone call or the tangible written text produced by computer retrieval), admissible in evidence under the laws of this state, sufficient to indicate that in the communication a contract was made between the parties. (B) A confirmation in writing sufficient to indicate that a contract has been made between the parties and sufficient against the sender is received by the party against whom enforcement is sought no later than the fifth business day after the contract is made (or any other period of time that the parties may agree in writing) and the sender does not receive, on or before the third business day after receipt (or the other period of time that the parties may agree in writing), written objection to a material term of the confirmation.

(c) This section does not apply to leases subject to Division 10 (commencing with Section 10101) of the Commercial Code.

The trial court properly granted defendants summary judgment. III. DISPOSITION The judgment of the Court of Appeal is reversed with directions to affirm the trial court judgment in its entirety.

(b) Notwithstanding paragraph (1) of subdivision (a): (1) An agreement or contract that is valid in other respects and is otherwise enforceable is not invalid for lack of a note, memorandum, or other writing and is enforceable by way of action or defense, provided that the agreement or contract is a qualified financial contract as defined in paragraph (2) and one of the following apply:

(2) For purposes of this subdivision, a “qualified financial contract” means an agreement as to which each party thereto is other than a natural person and that is any of the following:

No civil action may be maintained in the following cases unless the agreement, or a memorandum of the agreement, is made in writing and signed by the party, or the agent of the party, to be charged: (1) Upon any agreement to charge any executor or administrator, upon a special promise to answer damages out of his own property; (2) against any person upon any special promise to answer for the debt, default or miscarriage of another; (3) upon any agreement made upon consideration of marriage; (4) upon any agreement for the sale of real property or any interest in or concerning real property; (5) upon any agreement that is not to be performed within one year from the making thereof; or (6) upon any agreement for a loan in an amount which exceeds fifty thousand dollars.

“It is the law of this state, as it is elsewhere, that a contract is not within this clause of the statute unless its terms are so drawn that it cannot by any possibility be performed fully within one year.” (Emphasis added.) Burkle v. Superflow Mfg. Co., supra, 492.

We therefore hold that an oral contract that does not say, in express terms, that performance is to have a specific duration beyond one year is, as a matter of law, the functional equivalent of a contract of indefinite duration for the purposes of the statute of frauds. Like *584 a contract of indefinite duration, such a contract is enforceable because it is outside the proscriptive force of the statute regardless of how long completion of performance will actually take. The first certified question is answered “yes.” The second certified question is answered “no.”

A record or signature may not be denied legal effect or enforceability solely because the record or signature is in electronic form. (b) A contract may not be denied legal effect or enforceability solely because an electronic record was used in the formation of the contract. (c) If a law requires a record to be in writing, an electronic record satisfies the law. (d) If a law requires a signature, an electronic signature satisfies the law.

This section shall not apply to parol agreements for hiring or leasing real property, or any interest therein, for one year or less, in pursuance of which the leased premises have been or are actually occupied by the lessee, or any person claiming under him, during any part of the term.

Sections 1-266 to 1-286 , inclusive, apply only to transactions between parties each of which has agreed to conduct transactions by electronic means. Whether the parties agree to conduct a transaction by electronic means is determined from the context of the transaction and surrounding circumstances, including the parties' conduct.

Sections 1-266 to 1-286 , inclusive, do not apply to a transaction to the extent it is governed by: (1) A law governing the creation and execution of wills, codicils or testamentary trusts; or (2) Except to the extent provided in section 1-281 , the Uniform Commercial Code, other than section 42a-1-306 and articles 2 and 2A of title 42a.

Unless a notice is subject to the Electronic Signatures in Global and National Commerce Act, 15 USC 7003, sections 1-266 to 1-286 , inclusive, do not apply to a notice to the extent that it is governed by a law requiring the furnishing of: (A) Notice of the cancellation or termination of utility services, including water, heat, gas, cable television or other services, oil, telephone and electric power; (B) Notice of default, acceleration, repossession, foreclosure or eviction, or the right to cure, under a credit agreement secured by, or a rental agreement for, a primary residence of an individual; (C) Notice of the cancellation or termination of health insurance or benefits or life insurance benefits, excluding annuities; (D) Notice of the recall of a product, or the material failure of a product, that risks endangering health or safety; or (E) Any document required to accompany any transportation or handling of hazardous materials, pesticides or other toxic or dangerous materials.

Sections 1-266 to 1-286 , inclusive, do not apply to any of the rules of court practice and procedure under the Connecticut Practice Book.

Sections 1-266 to 1-286 , inclusive, apply to an electronic record or electronic signature otherwise excluded from the application of sections 1-266 to 1-286 , inclusive, under subsection (b), (c) or (d) of this section to the extent that the electronic record or electronic signature is governed by a law other than those specified in subsection (b), (c) or (d) of this section.

(a) No action shall be brought to charge any person upon any agreement made upon consideration of marriage, or upon any contract or sale of lands, tenements, or hereditaments, or any interest in or concerning them, or upon any agreement that is not to be performed within the space of 1 year from the making thereof, or to charge any person to answer for the debt, default, or miscarriage, of another, in any sum of the value of $25 and upwards, unless the contract is reduced to writing, or some memorandum, or notes thereof, are signed by the party to be charged therewith, or some other person thereunto by the party lawfully authorized in writing; except for goods, wares and merchandise, sold and delivered, money loaned and other matters which are properly chargeable in an account, in which case the oath or affirmation of the plaintiff, together with a record regularly and fairly kept, shall be allowed to be given in evidence in order to charge the defendant with the sums therein contained.

(b) A contract, promise, undertaking or commitment to loan money or to grant or extend credit, or any modification thereof, in an amount greater than $100,000, not primarily for personal, family, or household purposes, made by a person engaged in the business of lending or arranging for the lending of money or the extending of credit shall be invalid unless it or some note or memorandum thereof is in writing and subscribed by the party to be charged or by the party’s agent. For purposes of this section, a contract, promise, undertaking or commitment to loan money secured solely by residential property consisting of 1 to 4 dwelling units shall be deemed to be for personal, family or household purposes.

(c) For the purposes of this section, “writing” includes microphotography, photography and photostating, and a microphotographic, photographic or photostatic copy of any agreement covered by this section. Such copy or copies having been regularly made and kept in the course of business, shall be equally competent as evidence as the original of such agreement, where the original is inaccessible or has been destroyed or otherwise disposed of in good faith in the regular course of business and where the mode of making such microphotograph, photograph or photostat was such as to justify its admission as a true copy of the original.

No action shall be brought whereby to charge any executor or administrator upon any special promise to answer or pay any debt or damages out of her or his own estate, or whereby to charge the defendant upon any special promise to answer for the debt, default or miscarriage of another person or to charge any person upon any agreement made upon consideration of marriage, or upon any contract for the sale of lands, tenements or hereditaments, or of any uncertain interest in or concerning them, or for any lease thereof for a period longer than 1 year, or upon any agreement that is not to be performed within the space of 1 year from the making thereof, or whereby to charge any health care provider upon any guarantee, warranty, or assurance as to the results of any medical, surgical, or diagnostic procedure performed by any physician licensed under chapter 458, osteopathic physician licensed under chapter 459, chiropractic physician licensed under chapter 460, podiatric physician licensed under chapter 461, or dentist licensed under chapter 466, unless the agreement or promise upon which such action shall be brought, or some note or memorandum thereof shall be in writing and signed by the party to be charged therewith or by some other person by her or him thereunto lawfully authorized.

(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon, but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

Stated otherwise, judging from the time the oral contract of indefinite duration is made, if the contract’s full performance is possible within one year from the inception of the contract, then it falls outside the statute of frauds.

3. We recede from Yates to the extent that the general and qualifying rule there conflicts with our decision today.

(2) Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the party unless notice in a record of objection to its contents is given within 10 days after it is received.

(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:(a) If the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) If the party against whom enforcement is sought admits in his or her pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) With respect to goods for which payment has been made and accepted or which have been received and accepted (s. 672.606).

The general rule so stated is subject to the qualifying rule that when no time is agreed on for the complete performance of the contract, if from the object to be accomplished by it and the surrounding circumstances, it clearly appears that the parties intended that it should extend for a longer period than a year, it is within the statute of frauds, though it cannot be said that there is any impossibility preventing its performance within a year.

In this case, the oral agreement between Browning and Poirier is one of indefinite duration because, as the general rule in Yates states, “no definite time was fixed by the parties for the performance of their agreement.”

Because the oral agreement between Browning and Poirier could have possibly been performed within one year, it falls outside the statute of frauds. Accordingly, we answer the rephrased question in the negative. We quash the Fifth District’s decision and remand for further proceedings. -7- It is so ordered. LABARGA, C.J., and PARIENTE, LEWIS, QUINCE, and PERRY, JJ., concur. CANADY, J., recused.

Specifically, the Fifth District discussed that Browning and Poirier intended the oral contract to last as long as they were in a romantic relationship, and “ ‘the parties contemplated that the relationship would last more than one year . . . .’ ” Id. at 146 (quoting Browning, 113 So. 3d at 979).

All contracts may be oral except such as are specially required by statute to be in writing.

In the following cases the agreement is invalid, unless the same or some note or memorandum thereof, be in writing and subscribed by the party charged, or by his agent. Evidence, therefore, of the agreement cannot be received without the writing or secondary evidence of its contents: 1. An agreement that by its terms is not to be performed within a year from the making thereof. 2. A special promise to answer for the debt, default or miscarriage of another, except in the cases provided for in section 9-506, Idaho Code. 3. An agreement made upon consideration of marriage, other than a mutual promise to marry.

An agreement for the leasing, for a longer period than one (1) year, or for the sale, of real property, or of an interest therein, and such agreement, if made by an agent of the party sought to be charged, is invalid, unless the authority of the agent be in writing, subscribed by the party sought to be charged.

A promise or commitment to lend money or to grant or extend credit in an original principal amount of fifty thousand dollars ($50,000) or more, made by a person or entity engaged in the business of lending money or extending credit.

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

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

(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable (a) if the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) with respect to goods for which payment has been made and accepted or which have been received and accepted (section 28-2-606).

Justice Bistline wrote a separate concurrence to address “whether a landlord can be held responsible for a debt which is incurred by some other person.” Id. at 539, 777 P.2d at 1212 (Bistline, J., concurring). He cited Idaho Code section 9-505(2) to show that “a promise to answer for the debt of another [has] to be in writing.”

A promise to answer for the obligation of another, in any of the following cases, is deemed an original obligation of the promisor, and need not be in writing: 1. Where the promise is made by one who has received property of another upon an undertaking to apply it pursuant to such promise; or by one who has received a discharge from an obligation in whole or in part, in consideration of such promise. 2. Where the creditor parts with value, or enters into an obligation, in consideration of the obligations in respect to which the promise is made, in terms or under circumstances such as to render the party making the promise the principal debtor, and the person in whose behalf it is made, his surety. 3. Where the promise, being for an antecedent obligation of another, is made upon the consideration that the party receiving it cancels the antecedent obligation, accepting the new promise as a substitute therefor; or upon the consideration that the party receiving it releases the property of another from a levy, or his person from imprisonment under an execution on a judgment obtained upon the antecedent obligation; or upon a consideration beneficial to the promisor, whether moving from either party to the antecedent obligation, or from another person. 4. Where a factor undertakes, for a commission, to sell merchandise and guarantee the sale. 5. Where the holder of an instrument for the payment of money, upon which a third person is, or may become, liable to him, transfers it in payment of a precedent debt of his own, or for a new consideration and in connection with such transfer, enters into a promise respecting such instrument.

Idaho Code section 9-505 requires certain agreements to be in writing to be enforceable.

Applying these principles, both the magistrate court and the district court concluded that the statute of frauds did not apply in this case. We agree. The agreement between Parkway and Campbell undoubtedly falls under Idaho Code section 9-506(3) as an exception to the statute of frauds.

Because Parkway’s promise to answer for Campbell’s loan obligation directly benefited Parkway, the promise falls under Idaho Code section 9-506(3) as an exception to the statute of frauds.

The district court found that the statute of frauds, Idaho Code section 9-505(2), barred Bailey’s breach of contract claim against Peritus and granted summary judgment to Peritus.

Section 9-505(2) does not apply here. The allegations in this case are not that a collateral promise was made to assume the debt of another, but instead that multiple debtors are jointly liable for an original obligation as principals.

We vacate the district court’s judgment granting summary judgment to Peritus on Bailey’s breach of contract claim and remand this case for proceedings consistent with this opinion.

because the term of the alleged lease at issue exceeds one year, the Statute of Frauds requires that the contract be memorialized in writing and “subscribed by the party sought to be charged[,]” or it is “invalid” and unenforceable, i.e., the contract does not convey the leasehold interest.

For the reasons set out above, we affirm the district court’s decision to grant summary judgment, the decision on Defendants’/Counterclaimants’ joint request for attorney fees, and the judgment entered.

That no action shall be brought, whereby to charge any executor or administrator upon any special promise to answer any debt or damages out of his own estate, or whereby to charge the defendant upon any special promise to answer for the debt, default or miscarriage of another person, or to charge any person upon any agreement made upon consideration of marriage, or upon any agreement that is not to be performed within the space of one year from the making thereof, unless the promise or agreement upon which such action shall be brought, or some memorandum or note thereof, shall be in writing, and signed by the party to be charged therewith, or some other person thereunto by him lawfully authorized.

No action shall be brought to charge any person upon any contract for the sale of lands, tenements or hereditaments or any interest in or concerning them, for a longer term than one year, unless such contract or some memorandum or note thereof shall be in writing, and signed by the party to be charged therewith, or some other person thereunto by him lawfully authorized in writing, signed by such party.

Except as otherwise provided in this Section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's authorized agent or broker.

A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record. (2) Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the party unless notice in a record of objection to its contents is given within 10 days after it is received.

(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable (a) if the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) with respect to goods for which payment has been made and accepted or which have been received and accepted (Section 2-606).

The consideration of any such promise or agreement need not be set forth or expressed in the writing, but may be proved or disproved by parol or other legal evidence.

This section shall not apply to sales for the enforcement of a judgment for the payment of money or sales by any officer or person pursuant to a judgment or order of any court in this State.

(a) Except as otherwise provided in subsection (b), this Act applies to electronic records and electronic signatures relating to a transaction. (b) This Act does not apply to a transaction to the extent it is governed by: (1) a law governing the creation and execution of wills, codicils, or testamentary trusts; (2) The Uniform Commercial Code other than Sections 1-107 and 1-206, Article 2, and Article 2A.

Except when otherwise specially provided, no evidence of the following enumerated contracts is competent, unless it be in writing and signed by the party charged or by the party’s authorized agent: 1. Those made in consideration of marriage. 2. Those wherein one person promises to answer for the debt, default, or miscarriage of another, including promises by executors to pay the debt of the decedent from their own estate. 3. Those for the creation or transfer of any interest in lands, except leases for a term not exceeding one year. 4. Those that are not to be performed within one year from the making thereof.

The provisions of section 622.32, subsection 3, do not apply where the purchase money, or any portion thereof, has been received by the vendor, or when the vendee, with the actual or implied consent of the vendor, has taken and held possession of the premises under and by virtue of the contract, or when there is any other circumstance which, by the law heretofore in force, would have taken the case out of the statute of frauds.

Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker.

A credit agreement is not enforceable in contract law by way of action or defense by any party unless a writing exists which contains all of the material terms of the agreement and is signed by the party against whom enforcement is sought.

This section entirely displaces principles of common law and equity that would make or recognize exceptions to or otherwise limit or dilute the force and effect of its provisions concerning the enforcement in contract law of credit agreements or modifications of credit agreements. However, this section does not displace any additional or other requirements of contract law, which shall continue to apply, with respect to the making of enforceable contracts, including the requirement of consideration or other basis of validation.

This section does not apply to a credit agreement made primarily for a personal, family, or household purpose where the credit extended is twenty thousand dollars or less.

A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection 1 against the party unless notice in a record of objection to its contents is given within ten days after it is received.

A contract which does not satisfy the requirements of subsection 1 but which is valid in other respects is enforceable a. if the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or b. if the party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or c. with respect to goods for which payment has been made and accepted or which have been received and accepted (section 554.2606).

Notwithstanding subsections 1 and 2, a credit agreement or modification of a credit agreement which is not in writing, but which is valid in other respects, is enforceable if the party against whom enforcement is sought admits in court that the agreement or modification was made, but no agreement or modification is enforceable under this subsection beyond the terms admitted.

“Credit agreement” means any contract made or acquired by a lender to loan money, finance any transaction, or otherwise extend credit for any purpose, and includes all of the terms of the contract. “Credit agreement” does not mean a contract to loan money, finance a transaction, or otherwise extend credit by means of or pursuant to a credit card, as defined in section 537.1301, subsection 17, or pursuant to open-end credit, as defined in section 537.1301, subsection 32, or pursuant to a home equity line of credit, as defined in section 535.10 whether the loan, financing, or credit is for consumer or business purposes or a consumer rental purchase agreement as defined in section 537.3604, subsection 8.

Unless otherwise expressly agreed in writing, a modification of a credit agreement which occurs after the person asserting the modification has been notified in writing that oral or implied modifications to the credit agreement are unenforceable and should not be relied upon, is not enforceable in contract law by way of action or defense by any party unless a writing exists containing the material terms of the modification and is signed by the party against whom enforcement is sought.

“Contract” means a promise or set of promises for the breach of which the law would give a remedy or the performance of which the law would recognize a duty, and includes promissory obligations based on instruments and similar documents or on the contract doctrine of promissory estoppel.

Acceptance of goods occurs when the buyer a. after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity; or b. fails to make an effective rejection (section 554.2602, subsection 1), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or c. does any act inconsistent with the seller’s ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by the seller.

No action shall be brought whereby to charge a party upon any special promise to answer for the debt, default or miscarriage of another person; or to charge any executor or administrator upon any special promise to answer damages out of his own estate; or to charge any person upon any agreement made upon consideration of marriage; or upon any contract for the sale of lands, tenements, or hereditaments, or any interest in or concerning them; or upon any agreement that is not to be performed within the space of one year from the making thereof, unless the agreement upon which such action shall be brought, or some memorandum or note thereof, shall be in writing and signed by the party to be charged therewith, or some other person thereunto by him or her lawfully authorized in writing.

No leases, estates or interests of, in or out of lands, exceeding one year in duration, shall at any time hereafter be assigned or granted, unless it be by deed or note, in writing, signed by the party so assigning or granting the same, or their agents thereunto lawfully authorized by writing, or by act and operation of law.

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

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

(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable (a) if the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) with respect to goods for which payment has been made and accepted or which have been received and accepted (section 84-2-606).

SYLLABUS BY THE COURT 1. Under K.S.A. 33-106, the statute of frauds prohibits the filing of an action to enforce an agreement that is not to be performed within one year unless it is in writing and signed by the party to be charged. 2. If the performance of the agreement is possible within the time of one year, then K.S.A. 33-106 does not apply.

The Kansas Supreme Court has found that K.S.A. 33-106 applies "[o]nly when the terms of the alleged agreement demonstrate that it is impossible in both fact and law for the parties to complete the agreement within one year." Ed DeWitte Ins. Agency v. Financial Assocs. Midwest, 308 Kan. 1065, Syl. ¶ 2, 427 P.3d 25 (2018).

In considering this issue, the court found that "'the enforceability of a contract under the one-year provision does not turn on the actual course of subsequent events, nor on the expectations of the parties as to the probabilities. Contracts of uncertain duration are simply excluded.'" 231 Kan. at 59 (citing Restatement [Second] of Contracts § 130, comment a [1981]). As a result, K.S.A. 33-106 applies only to those agreements where performance cannot be completed within one year. 231 Kan. at 60.

Moreover, it was the appellants who had the burden to prove that it was impossible for the contract to be completed within a year's time, but they failed to do so. Consequently, based on our review of the record, we conclude that there was substantial competent evidence presented at trial to support the district court's 25 determination that K.S.A. 33-106 does not bar the claims asserted by Monarch Build in this case.

SYLLABUS BY THE COURT 1. The Legislature's failure to change a law after it has received specific judicial construction for a long period of time can be construed as legislative approval of the court's interpretation. 2. Under the statute of frauds, courts narrowly construe oral contracts that purportedly extend beyond one year. Only when the terms of the alleged agreement demonstrate that it is impossible in both fact and law for the parties to complete the agreement within one year will the agreement come within the statute of frauds. 3. When one party to an oral agreement has completed his or her performance, the one-year provision of the statute of frauds does not prevent enforcement of the promises of other parties. The full-performance exception requires only complete performance by one party.

This appeal presents us with an opportunity to explore the rich history of the statute of frauds and the full-performance exception. We do so, and, in the end, we adopt the rule set forth in Restatement (Second) of Contracts § 130 (1981), holding that full performance by one party alone is sufficient to remove the agreement from the statute. As a result, we reverse the Court of Appeals and district court and remand this case to the district court for further proceedings consistent with this opinion.

We side with these courts. The full-performance exception merely requires the full performance of one party. Simply because the policyholders may choose not to renew their policies places no additional obligation on the area managers—they have fully performed their end of the bargain. To this end, we formally adopt the full performance exception provided in §130 of the Restatement (Second) of Contracts.

Next, Blue Cross and Financial Associates contend that because the district court denied the area managers' separate claims of unjust enrichment and promissory estoppel, we should not apply the full-performance exception. But a party who fully performs "may sue upon the contract in a court of law; he is not compelled to abandon the contract and sue in equity or upon a quantum meruit.

When a writing is not required by law, a contract not reduced to writing, for a price or, in the absence of a price, for a value not in excess of five hundred dollars may be proved by competent evidence. If the price or value is in excess of five hundred dollars, the contract must be proved by at least one witness and other corroborating circumstances.

When the law requires a contract to be in written form, the contract may not be proved by testimony or by presumption, unless the written instrument has been destroyed, lost, or stolen.

A transfer of immovable property must be made by authentic act or by act under private signature. Nevertheless, an oral transfer is valid between the parties when the property has been actually delivered and the transferor recognizes the transfer when interrogated on oath.

We must determine whether Mr. Read sustained his burden of proving the existence of an oral contract for a limited term of five years pursuant to La. C.C. art. 1846.

the fact that Mr. Read chose to leave his at-will employment with Capital One to accept the job at Willwoods does not constitute sufficient proof to corroborate the existence of a fixed-term employment contract.

In Suire, we explained that “[t]he plaintiff himself may serve as the witness to establish the existence of the oral contract. The ‘other corroborating circumstances’ need only be general in nature; independent proof of every detail of the agreement is not required. But, the other corroboration must come from a source other than the plaintiff.

An instrument involving immovable property shall have effect against third persons only from the time it is filed for registry in the parish where the property is located.

After our review of the entire record, we hold that Mr. Read failed to meet his burden of proving the existence of an oral contract for a limited term of five years pursuant to La. C.C. art. 1846. There is no reasonable interpretation of the evidence in the record to find there was a meeting of the minds which would support the jury’s finding that Mr. Read and Willwoods entered into a five-year employment contract. The jury’s finding on this issue was clearly wrong. Because we find there is no fixed term employment contract, Mr. Read was an at-will employee who could essentially be terminated at any time. Thus, Mr. Read has no enforceable action under Louisiana law for damages for his dismissal. We therefore reverse the ruling of the court of appeal.

Upon any agreement to refrain from carrying on or engaging in any trade, business, occupation or profession for any term of years or within any defined territory or both; the provisions of this subsection shall not apply to any such agreement made prior to August 13, 1947;

unless the promise, contract or agreement on which such action is brought, or some memorandum or note thereof, is in writing and signed by the party to be charged therewith, or by some person thereunto lawfully authorized; but the consideration thereof need not be expressed therein, and may be proved otherwise.

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

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

A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable (a). If the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b). If the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c). With respect to goods for which payment has been made and accepted or which have been received and accepted ( section 2‑606 ).

A transfer of real property without a written instrument may be enforced only if the party seeking to enforce the contract proves by clear and convincing evidence that an oral contract exists and that an exception to the statute of frauds applies.

The part performance doctrine requires the party seeking to enforce the contract to establish both that she acted in partial performance of her contractual duties and that the other party made misrepresentations that induced that partial performance.

Thus, to remove the contract from the operation of the statute of frauds pursuant to this doctrine, the party seeking to enforce the contract must establish by clear and convincing evidence 5 (1) that the parties did enter into a contract; (2) that the party seeking to enforce the contract partially performed the contract; and (3) that the performance was induced by the other party’s misrepresentations, which may include acquiescence or silence.

Finally, the trial court did not exceed the bounds of its discretion by finding that the terms of the contract were sufficiently certain to allow the court to order specific performance in the form of a purchase and sale agreement. 9 The entry is: Judgment affirmed.

Almost any form of writing will satisfy the statute of frauds, including receipts, letters, record books, or computer entries.

An email or other electronic record can constitute a signed writing based on the historically broad interpretation of the term “writing” in the statute of frauds and, separately, based on the Uniform Electronic Transactions Act (UETA), 10 M.R.S. §§ 9401-9420.

No action shall be maintained in any of the following cases: 1. Executor or administrator. To charge an executor or administrator upon any special promise to answer damages out of his own estate; 2. Debt of another. To charge any person upon any special promise to answer for the debt, default or misdoings of another; 3. Agreement of marriage. To charge any person upon an agreement made in consideration of marriage;

4. Contract for sale of land. Upon any contract for the sale of lands, tenements or hereditaments, or of any interest in or concerning them; 5. Agreement not to be performed within one year. Upon any agreement that is not to be performed within one year from the making thereof; 6. Contract to pay debt discharged in bankruptcy. Upon any contract to pay a debt after a discharge therefrom under the bankrupt laws of the United States, or assignment or insolvent laws of this State;

7. Agreement to give property by will. Upon any agreement to give, bequeath or devise by will to another, any property, real, personal or mixed; 8. Agreement to refrain from carrying on any business.

No action shall be maintained, in either of the following cases, upon any agreement, unless such agreement, or some note or memorandum thereof, expressing the consideration, is in writing, and subscribed by the party charged therewith: (1) every agreement that by its terms is not to be performed within one year from the making thereof; (2) every special promise to answer for the debt, default or doings of another;

A debtor may not maintain an action on a credit agreement unless the agreement is in writing, expresses consideration, sets forth the relevant terms and conditions, and is signed by the creditor and the debtor.

A credit agreement may not be implied from the relationship, fiduciary or otherwise, of the creditor and the debtor.

(3) every agreement, promise, or undertaking made upon consideration of marriage, except mutual promises to marry; (4) every agreement, promise or undertaking to pay a debt which has been discharged by bankruptcy or insolvency proceedings.

Every contract for the leasing for a longer period than one year or for the sale of any lands, or any interest in lands, shall be void unless the contract, or some note or memorandum thereof, expressing the consideration, is in writing and subscribed by the party by whom the lease or sale is to be made, or by the party's lawful agent thereunto authorized in writing; and no such contract, when made by an agent, shall be entitled to record unless the authority of such agent be also recorded.

The following actions do not give rise to a claim that a new credit agreement is created, unless the agreement satisfies the requirements of subdivision 2: (1) the rendering of financial advice by a creditor to a debtor; (2) the consultation by a creditor with a debtor; or (3) the agreement by a creditor to take certain actions, such as entering into a new credit agreement, forbearing from exercising remedies under prior credit agreements, or extending installments due under prior credit agreements.

Nothing in this chapter contained shall abridge the power of courts of equity to compel the specific performance of agreements in cases of part performance thereof.

No estate or interest in lands, other than leases for a term not exceeding one year, nor any trust or power over or concerning lands, or in any manner relating thereto, shall hereafter be created, granted, assigned, surrendered, or declared, unless by act or operation of law, or by deed or conveyance in writing, subscribed by the parties creating, granting, assigning, surrendering, or declaring the same, or by their lawful agent thereunto authorized by writing.

We now adopt the Restatement principle to the effect that the taking of possession, *148 coupled with the making of part payment, 8 in reliance upon and with unequivocal reference to the vendor-vendee relationship, 9 without proof of irreparable injury through fraud, is sufficient to avoid the statute.

The issue is whether the evidence was sufficient to create a jury question as to the existence of either promissory or equitable estoppel and thus take an oral contract not performable within one year, out of the statute of frauds. Minn.Stat. § 513.06 (1978). An examination of the evidence, in the light most favorable to the plaintiff, leads us to the conclusion that the evidence of promissory or equitable estoppel was not sufficient to create a jury question and the judgment of the district court is, therefore, affirmed.

All contracts may be oral except such as are specially required by statute to be in writing.

an agreement for the leasing for a longer period than 1 year or for the sale of real property or of an interest in real property. The agreement, if made by an agent of the party sought to be charged, is invalid unless the authority of the agent is in writing and subscribed by the party sought to be charged.

Subsections (1) and (2) do not apply to agreements subject to the Uniform Commercial Code.

An agreement for the sale of real property or of any interest in real property is not valid unless the agreement, or some note or memorandum of the agreement, is in writing and subscribed by the party to be charged or the party's agent authorized in writing. However, this does not abridge the power of any court to compel the specific performance of any agreement for the sale of real property in case of part performance of the agreement.

Under §§ 28-2-903(1)(d), 70-20-101, and 30-11-111, MCA, an agreement for the sale of real property is invalid under the statute of frauds unless the agreement, or some note or memorandum of the agreement, is in writing and subscribed by the party to be charged.

We have held that the note or memorandum may consist of several writings, and that it need not be in any particular form, or contain the entire contract.

Where a contract that is required by law to be in writing is prevented from being put into writing by the fraud of a party to the contract, any other party who is by the fraud led to believe that the contract is in writing and acts upon that belief to the party's prejudice may enforce it against the fraudulent party.

The following agreements are invalid unless the agreement or some note or memorandum of the agreement is in writing and subscribed by the party to be charged or the party's agent: (a) an agreement that by its terms is not to be performed within a year from the making of the agreement; (b) a special promise to answer for the debt, default, or miscarriage of another, except in the cases provided for in 28-11-105 ; (c) an agreement made upon consideration of marriage other than a mutual promise to marry;

(e) an agreement authorizing or employing an agent or broker to purchase or sell real estate for compensation or a commission; or (f) an agreement relating to a college athlete's student-athlete rights, as defined in 20-1-232 , including but not limited to a student's name, image, and likeness.

An estate or interest in real property, other than an estate at will or for a term not exceeding 1 year, may not be created, granted, assigned, surrendered, or declared otherwise than by operation of law or a conveyance or other instrument in writing, subscribed by the party creating, granting, assigning, surrendering, or declaring it or by the party's lawful agent authorized by writing.

there exists sufficient indicia of mutual assent in this case to find the existence of a written, enforceable contract.

As long as the writing or writings include all the material terms, even if such terms are stated generally, the contract is valid.

Additionally, even in the absence of a written contract, we have “long recognized the doctrine of part performance as an exception to the Statute of Frauds.”

In the present case, the District Court concluded that Woods sufficiently performed on the contract to their detriment and in reliance on the contract.

A promise to answer for the obligation of another in any of the following cases is considered an original obligation of the promisor and need not be in writing: (1) when the promise is made by one who has received property of another upon an undertaking to apply the property pursuant to the promise or by one who has received a discharge from an obligation, in whole or in part, in consideration of the promise;

In the following cases every agreement shall be void, unless such agreement, or some note or memorandum thereof, be in writing, and subscribed by the party to be charged therewith: (1) Every agreement that, by its terms, is not to be performed within one year from the making thereof; (2) every special promise to answer for the debt, default, or misdoings of another person; (3) every agreement, promise or undertaking made upon consideration of marriage, except mutual promises to marry; (4) every special promise by an executor or administrator to answer damages out of his own estate; and (5) every agreement for the repurchase of corporate stocks, bonds or other securities.

Every contract for the leasing for a longer period than one year, or for the sale of any lands, shall be void unless the contract or some note or memorandum thereof be in writing and signed by the party by whom the lease or sale is to be made.

No estate or interest in land, other than leases for a term of one year from the making thereof, nor any trust or power over or concerning lands, or in any manner relating thereto, shall hereafter be created, granted, assigned, surrendered, or declared, unless by operation of law, or by deed of conveyance in writing, subscribed by the party creating, granting, assigning, surrendering or declaring the same.

Nothing contained in sections 36-103 to 36-106 shall be construed to abridge the powers of a court of equity to compel the specific performance of agreements in cases of part performance.

Every contract for the sale of lands between the owner thereof and any broker or agent employed to sell the same, shall be void, unless the contract is in writing and subscribed by the owner of the land and the broker or agent. Such contract shall describe the land to be sold, and set forth the compensation to be allowed by the owner in case of sale by the broker or agent.

The consideration of any contract or agreement, required by the provisions of sections 36-103 to 36-106 and 36-202 to be in writing, need not be set forth in the contract or agreement or in the note or memorandum thereof, but may be proved by any other legal evidence.

Black’s argument is based in part upon the premise that the foregoing statutory language means that the vendor must sign any document which purports to be a memorandum of an agreement to sell real estate. That premise, however, is erroneous.

this court announced the rule that to authorize specific performance under a statute of frauds in all material respects identical to § 36-105, only the party to be charged need have signed the memorandum.

Section 36-105 requires a signature by the party to be charged by the writing.

We conclude that paying rent while in possession is not an exception to the requirement under the statute of frauds that an assumption of a lease for a period greater than 1 year must be in writing.

Equitable estoppel does not apply under the circum- stances. Only where a party to a written contract within the statute of frauds induces another to waive some provision upon which he is entitled to insist and thereby change his position to his disadvantage because of that party’s inducement will the inducing party be estopped to claim that such oral modification is invalid because not in writing.

Only an agreement that “by its terms” cannot be performed within 1 year is covered by § 36-202(1).

to determine whether an oral agreement falls within the 1-year provision, we consider only the terms of the agreement to decide whether the contract is “capable of being performed within 1 year” of its formation.

To state the rule in positive terms, an oral agreement is valid under the statute of frauds if it is capable of being performed within 1 year from the date of making.

Under the statute of frauds, an oral employment contract with a work lifetime duration is valid.

In contrast, unless an exception applies, an oral employment contract with a 50-year duration is void under the statute of frauds.

Generally, the memorandum should contain the names of the parties, a description of the land, the price, the general terms of the agreement, and the signature of the vendor.

Ordinarily, time for performance is not an essential term of the contract, but it must be included in the memorandum to be enforceable.

The description in the memorandum was sufficient to satisfy the statute of frauds and was subject to explanation and amplification by parol evidence.

The employment for 5y2 months was not sufficient part performance to permit enforcement of the oral contract for its full term. The general rule is that part performance of services under an oral contract not to be performed in 1 year is not sufficient to remove the contract from the operation of the statute of frauds as to the part which is still executory, and an action may not be maintained for the breach of the entire contract.

The advertisement was not a sufficient memorandum to satisfy the statute because it did not contain the essential terms of the contract, such as salary.

It applies to the enforcement of oral contracts except as otherwise provided by section 2-201, U.C.C. The position we take is that promissory estoppel usually applies only in cases where there is a promise or representation as to an intended abandonment by the promisor of a legal right which he holds or will hold against the promisee.

The mere pleading of reliance on the contract to his detriment should not be sufficient to permit a party to assert rights and defenses based on a contract barred by the statute of frauds.

Nevertheless, both statutes require a signature by the party to be charged by the writing.

We are persuaded by the great weight of authority that the acceptance of a deed operates to satisfy the requirement, under § 36-103, that the contract creating an interest in land be signed by the party to be charged therewith.

Further, in the absence of fraud, one who fails to read a contract cannot avoid the effect of signing.

In order to establish that an oral con- tract falls within the § 36-106 exception to the statute of frauds found in § 36-103, the proponent of the contract must establish by clear, satisfactory, and unequivocal evidence the terms of the contract, that the acts done in the performance thereof are referable solely to that contract, and that the acts performed are of such a nature that nonperformance of the contract by the other party would amount to a fraud upon the proponent.

under the leading object rule, a promise to answer for the debt of another will be valid, although not in writing, when the principal object of the party promising to pay the debt is to promote his own interests—and not to become a guarantor or surety—and when the promise is made on sufficient consideration.

Every instrument required by any of the provisions of sections 36-103 to 36-106 , 36-202 , and 36-402 to 36-409 to be subscribed by any party, may be subscribed by his agent thereunto authorized by writing.

And to the extent the refer- ence in Linscott to “facts” implies that evidence besides the terms of the contract bear on whether the contract “is not to be performed within one year,” we reject that implication.

For similar reasons, an oral employment contract “until age 65” would be void under the statute of frauds.

An agreement to transfer an interest in real estate or to hold an interest in real estate for the benefit of another shall not be enforceable unless: a. a description of the real estate sufficient to identify it, the nature of the interest to be transferred, the existence of the agreement, and the identity of the transferor and transferee are established in a writing signed by or on behalf of the party against whom enforcement is sought; or b. a description of the real estate sufficient to identify it, the nature of the interest to be transferred, the existence of the agreement and the identity of the transferor and the transferee are proved by clear and convincing evidence.

(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing. (2) Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within ten days after it is received. (3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable. (a) if the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) with respect to goods for which payment has been made and accepted or which have been received and accepted (12A:2-606).

a. A transaction intended to transfer an interest in real estate shall not be effective to transfer ownership of the interest unless: (1) a description of the real estate sufficient to identify it, the nature of the interest, the fact of the transfer and the identity of the transferor and the transferee are established in a writing signed by or on behalf of the transferor; or (2) the transferor has placed the transferee in possession of the real estate as a result of the transaction and the transferee has paid all or part of the consideration for the transfer or has reasonably relied on the effectiveness of the transfer to the transferee's detriment. b. A transaction which does not satisfy the requirements of this section shall not be enforceable except as an agreement to transfer an interest in real estate under section 4 of this act. c. This section shall not apply to leases. d. This section shall not apply to the creation of easements by prescription or implication.

A transaction intended to create a lease of real estate for more than three years shall not be enforceable unless: a. the leased premises, the term of the lease and the identity of the lessor and the lessee are established in a writing signed by or on behalf of the party against whom enforcement is sought; or b. the real estate, the term of the lease and the identity of the lessor and the lessee are proved by clear and convincing evidence.

Transactions involving an interest in real estate, and agreements to transfer an interest in real estate or to hold an interest in real estate for the benefit of another, which are not established in a writing, are not effective against bona fide purchasers for valuable consideration without notice or against lienors without notice.

A promise to be liable for the obligation of another person, in order to be enforceable, shall be in a writing signed by the person assuming the liability or by that person's agent. The consideration for the promise need not be stated in the writing.

a. As used in this section: "Business broker" means a person who negotiates the purchase or sale of a business. "Negotiates" includes identifies, provides information concerning, or procures an introduction to prospective parties, or assists in the negotiation or consummation of the transaction. "Purchase or sale of a business" includes the purchase or sale of good will or of the majority of the voting interest in a corporation, and of a major part of inventory or fixtures not in the ordinary course of the transferor's business. "Real estate broker" means a licensed real estate broker or other person performing the services of a real estate agent or broker. "Transfer or sale" means the transfer of an interest in real estate or the purchase or sale of a business. b. Except as provided in subsection d. of this section, a real estate broker who acts as agent or broker on behalf of a principal for the transfer of an interest in real estate, including lease interests for less than three years, is entitled to a commission only if before or after the transfer the authority of the broker is given or recognized in a writing signed by the principal or the principal's authorized agent, and the writing states either the amount or the rate of commission. For the purposes of this subsection, the interest of a mortgagee or lienor is not an interest in real estate. c. Except as provided in subsection d. of this section, a business broker is entitled to a commission only if before or after the sale of the business, the authority of the broker is expressed or recognized in a writing signed by the seller or buyer or authorized agent, and the writing states either the amount or the rate of commission. d. A broker who acts pursuant to an oral agreement is entitled to a commission only if: (1) within five days after making the oral agreement and before the transfer or sale, the broker serves the principal with a written notice which states that its terms are those of the prior oral agreement including the rate or amount of commission to be paid; and (2) before the principal serves the broker with a written rejection of the oral agreement, the broker either effects the transfer or sale, or, in good faith, enters negotiations with a prospective party who later effects the transfer or sale. e. The notices provided for in this section shall be served either personally, or by registered or certified mail, at the last known address of the person to be served.

1. Definitions. As used in this act: "Interest in real estate" means any right, title or estate in real estate, and shall include a lease of real estate, a lien on real estate, a profit, an easement, an interest in a trust in real estate and a share in a cooperative apartment. "Transfer of an interest in real estate" means the sale, gift, creation or extinguishment of an interest in real estate.

a. Every agreement, promise or undertaking is void, unless it or some note or memorandum thereof be in writing, and subscribed by the party to be charged therewith, or by his lawful agent, if such agreement, promise or undertaking: 1. By its terms is not to be performed within one year from the making thereof or the performance of which is not to be completed before the end of a lifetime; 2. Is a special promise to answer for the debt, default or miscarriage of another person;

6. Notwithstanding section 2-201 of the uniform commercial code, if the goods be sold at public auction, and the auctioneer at the time of the sale, enters in a sale book, a memorandum specifying the nature and price of the property sold, the terms of the sale, the name of the purchaser, and the name of the person on whose account the sale was made, such memorandum is equivalent in effect to a note of the contract or sale, subscribed by the party to be charged therewith;

10. Is a contract to pay compensation for services rendered in negotiating a loan, or in negotiating the purchase, sale, exchange, renting or leasing of any real estate or interest therein, or of a business opportunity, business, its good will, inventory, fixtures or an interest therein, including a majority of the voting stock interest in a corporation and including the creating of a partnership interest. "Negotiating" includes procuring an introduction to a party to the transaction or assisting in the negotiation or consummation of the transaction. This provision shall apply to a contract implied in fact or in law to pay reasonable compensation but shall not apply to a contract to pay compensation to an auctioneer, an attorney at law, or a duly licensed real estate broker or real estate salesman.

2. A contract for the leasing for a longer period than one year, or for the sale, of any real property, or an interest therein, is void unless the contract or some note or memorandum thereof, expressing the consideration, is in writing, subscribed by the party to be charged, or by his lawful agent thereunto authorized by writing.

4. Nothing contained in this section abridges the powers of courts of equity to compel the specific performance of agreements in cases of part performance.

The alleged agreement, therefore, was for services rendered in negotiating a "business opportunity”, and, in the absence of a writing, so easily obtained in a proper case, is unenforceable. Defendant is entitled to summary judgment. Accordingly, the order of the Appellate Division should be affirmed, with costs, and the complaint stand dismissed.

Plaintiff’s claim arises out of his asserted role, varyingly described, in procuring for defendant a contract to build a chemical plant in Saudi Arabia.

Subdivision 1 of the statute does not bar the claim because the alleged agreement was "By its terms”, even if not as a practical matter, performable within a year.

It matters not, however, that it was unlikely or improbable that a $41 million plant would be constructed within one year. The critical test, instead, is whether "by its terms” the agreement is not to be performed within a year. (North Shore Bottling Co. v Schmidt & Sons, 22 NY2d 171, 175-176 ; Nat Nal Serv. Stas, v Wolf, 304 NY 332, 335 .) Since neither party has contended that the alleged agreement contained any provision which directly or indirectly regulated the time for performance, the agreement is not within the bar of subdivision 1.

9. Is a contract to assign or an assignment, with or without consideration to the promisor, of a life or health or accident insurance policy, or a promise, with or without consideration to the promisor, to name a beneficiary of any such policy. This provision shall not apply to a policy of industrial life or health or accident insurance.

b. Notwithstanding paragraph one of subdivision a of this section: 1. An agreement, promise, undertaking or contract, which is valid in other respects and is otherwise enforceable, is not void for lack of a note, memorandum or other writing and is enforceable by way of action or defense provided that such agreement, promise, undertaking or contract is a qualified financial contract as defined in paragraph two of this subdivision and (a) there is, as provided in paragraph three of this subdivision, sufficient evidence to indicate that a contract has been made, or (b) the parties thereto, by means of a prior or subsequent written contract, have agreed to be bound by the terms of such qualified financial contract from the time they reach agreement (by telephone, by exchange of electronic messages, or otherwise) on those terms.

3. There is sufficient evidence that a contract has been made if: (a) There is evidence of electronic communication (including, without limitation, the recording of a telephone call or the tangible written text produced by computer retrieval), admissible in evidence under the laws of this state, sufficient to indicate that in such communication a contract was made between the parties; (b) A confirmation in writing sufficient to indicate that a contract has been made between the parties and sufficient against the sender is received by the party against whom enforcement is sought no later than the fifth business day after such contract is made (or such other period of time as the parties may agree in writing) and the sender does not receive, on or before the third business day after such receipt (or such other period of time as the parties may agree in writing), written objection to a material term of the confirmation;

4. For purposes of this subdivision, the tangible written text produced by telex, telefacsimile, computer retrieval or other process by which electronic signals are transmitted by telephone or otherwise shall constitute a writing and any symbol executed or adopted by a party with the present intention to authenticate a writing shall constitute a signing. The confirmation and notice of objection referred to in subparagraph (b) of paragraph three of this subdivision may be communicated by means of telex, telefacsimile, computer or other similar process by which electronic signals are transmitted by telephone or otherwise, provided that a party claiming to have communicated in such a manner shall, unless the parties have otherwise agreed in writing, have the burden of establishing actual or constructive receipt by the other party as set forth in subparagraph (b) of paragraph three of this subdivision.

1. An estate or interest in real property, other than a lease for a term not exceeding one year, or any trust or power, over or concerning real property, or in any manner relating thereto, cannot be created, granted, assigned, surrendered or declared, unless by act or operation of law, or by a deed or conveyance in writing, subscribed by the person creating, granting, assigning, surrendering or declaring the same, or by his lawful agent, thereunto authorized by writing. But this subdivision does not affect the power of a testator in the disposition of his real property by will; nor prevent any trust from arising or being extinguished by implication or operation of law, nor any declaration of trust from being proved by a writing subscribed by the person declaring the same.

3. A contract to devise real property or establish a trust of real property, or any interest therein or right with reference thereto, is void unless the contract or some note or memorandum thereof is in writing and subscribed by the party to be charged therewith, or by his lawfully authorized agent.

No action shall be brought whereby to charge an executor, administrator or collector upon a special promise to answer damages out of his own estate or to charge any defendant upon a special promise to answer the debt, default or miscarriage of another person, unless the agreement upon which such action shall be brought, or some memorandum or note thereof, shall be in writing, and signed by the party charged therewith or some other person thereunto by him lawfully authorized.

All contracts to sell or convey any lands, tenements or hereditaments, or any interest in or concerning them, and all leases and contracts for leasing land for the purpose of digging for gold or other minerals, or for mining generally, of whatever duration; and all other leases and contracts for leasing lands exceeding in duration three years from the making thereof, shall be void unless said contract, or some memorandum or note thereof, be put in writing and signed by the party to be charged therewith, or by some other person by him thereto lawfully authorized.

No commercial loan commitment by a bank, savings and loan association, or credit union for a loan in excess of fifty thousand dollars ($50,000) shall be binding unless the commitment is in writing and signed by the party to be bound.

(a) Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500.00) or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

(b) Between merchants, if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, the record satisfies the requirements of subsection (a) of this section against the party unless notice in a record of objection to its contents is given within 10 days after it is received.

(c) All of the following apply to a contract that does not satisfy the requirements of subsection (a) of this section but that is valid in other respects: (1) The contract is enforceable if the goods are to be specially manufactured for the buyer and 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 under circumstances that reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement.

(2) The contract is enforceable if the party against which enforcement is sought admits in the party's pleading, testimony, or otherwise in court that a contract for sale was made, but the contract is not enforceable under this subdivision beyond the quantity of goods admitted. (3) The contract is enforceable with respect to goods for which payment has been made and accepted or that have been received and accepted (G.S. 25-2-606).

As used in this section, the term "commercial loan commitment" means an offer, agreement, commitment, or contract to extend credit primarily for business or commercial purposes and does not include charge or credit card accounts, personal lines of credit, overdrafts, or any other consumer account. Offers, agreements, commitments, or contracts to extend credit primarily for aquaculture, agricultural, or farming purposes are specifically exempted from the provisions of this section.

Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection 1 against the party unless notice in a record of objection to its contents is given within ten days after it is received. - A contract that does not satisfy the requirements of subsection 1 but which is valid in other respects is enforceable: - If the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; - If the party against whom enforcement is sought admits in that party's pleading, testimony, or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or - With respect to goods for which payment has been made and accepted or which have been received and accepted (section 41-02-69).

The following contracts are invalid, unless the same or some note or memorandum thereof is in writing and subscribed by the party to be charged, or by the party's agent: - An agreement that by its terms is not to be performed within a year from the making thereof. - A special promise to answer for the debt, default, or miscarriage of another, except in the cases provided for in section 22-01-05. - An agreement for the leasing for a longer period than one year, or for the sale, of real property, or of an interest therein. Such agreement, if made by an agent of the party sought to be charged, is invalid unless the authority of the agent is in writing subscribed by the party sought to be charged. - An agreement or promise for the lending of money or the extension of credit in an aggregate amount of twenty-five thousand dollars or greater. - An agreement or promise to alter the terms of repayment or forgiveness of a debt that is in an aggregate amount of twenty-five thousand dollars or greater.

Oral contracts that, in aggregate, loan over $25,000 must be in writing, and if not, are unenforceable under the statute of frauds. N.D.C.C. § 9-06-04(4). “A writing ‘must contain all the essential or material conditions and terms of the contract,’” which includes “the identity of the parties, the subject matter of the agreement, and express consideration.” Trosen v. Trosen, 2014 ND 7, ¶ 12, 841 N.W.2d 687.

Gary Meyer raised the statute of frauds defense in his amended answer. The district court found Gary Meyer and Mary Roth entered two loans. One loan was for $50,000, dated April 26, 2009, and the other for $2,500, dated August 15, 2007. The court found the agreements were made orally, and included that Gary Meyer would pay Mary Roth when he could. Loans in aggregate greater than $25,000 must be in writing. N.D.C.C. § 9-06-04(4). Here, the only writing was the carbon copy of the checks that said “loan” and the amount.

The copies of the checks identify the parties and the amount of the loan. Because Mary Roth’s loans are in aggregate greater than $25,000 the statute of frauds applies and the loans are unenforceable against Gary Meyer. See First State Bank of Goodrich v. Oster, 500 N.W.2d 593, 594-95 (N.D. 1993) (holding oral agreement for three loans due 18 months apart were in aggregate greater than $25,000 and unenforceable under N.D.C.C. § 9-06-04(4)). We reverse because the district court erred when it did not apply the statute of frauds and when it found Gary Meyer was required to pay $52,500 for breaching the contracts with Mary Roth.

No action shall be brought whereby to charge the defendant * * * upon a contract or sale of lands, tenements, or hereditaments or interest in or concerning them, or upon an agreement that is not to be performed within one year from the making thereof; unless the agreement upon which such action is brought, or some memorandum or note thereof, is in writing and signed by the party to be charged therewith or some other person thereunto by him or her lawfully authorized.

An agreement can be specifically enforced even where the parties contemplated execution of a formal written document, so long as the parties have manifested an intent to be bound and their intentions are sufficiently definite.

Thus, in determining whether the statute of frauds is satisfied, the question becomes whether the parties intended to enter into a contract at the time of the email exchanges.

R.C. §5313.02 sets forth the minimum requirements of a Delaware County, Case No. 24 CAE 04 0028 6 land-installment contract and requires those contracts to be written. As the appellants admit that the agreement was never memorialized in writing, no valid land-installment contract was ever formed.

In determining whether the parties intended to be bound, courts can look at the circumstances surrounding the parties’ discussion. 26901 Cannon Rd. LLC v. PSC Metals, Inc., 8th Dist. Cuyahoga No. 80986, 2002-Ohio-6050, ¶ 17. Moreover, the 6 OHIO FIRST DISTRICT COURT OF APPEALS question of whether the parties intended a contract is a factual question for the finder of fact. Normandy Place at 105, citing Arnold Palmer Golf Co. v. Fuqua Indus., Inc., 541 F.2d 584, 588 (6th Cir.1976) (applying Ohio law).

Thus, we adhere to the well-established principle that the statute of frauds bars a party from enforcing an oral agreement falling within the statute in either the prosecution or defense of an action.

Here, the alleged oral agreement between Inks and FirstMerit does pertain to an interest in land, because it involves the terms upon which FirstMerit allegedly agreed to release the mortgage. As such, even if it is characterized as a settlement agreement, it falls within R.C. 1335.05. See Sherman v. Haines, 73 Ohio St.3d 125, 129, 652 N.E.2d 698 (1995) (reinstating the trial court’s 8 January Term, 2014 judgment denying plaintiffs leave to file an amended complaint alleging breach of an oral agreement falling within R.C. 1335.05, which plaintiffs asserted was a settlement agreement, because “[h]aving been entirely oral, the agreement violated R.C. 1335.05”). Because there is no evidence that this agreement is in writing or is signed by FirstMerit, it does not comply with R.C. 1335.05 and is unenforceable.

Under Section 1335.02(B) of the Ohio Revised Code, “[n]o party to a loan agreement may bring an action on a loan agreement unless the agreement is in writing and is signed by the party against whom the action is brought or by the authorized representative of the party against whom the action is brought.”

We note that under R.C. 1302.04(A), a contract for the sale of goods of $500 or more is generally not enforceable “unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker.” There is no such writing here, but under R.C. 1302.04(C)(3), a contract which does not satisfy the requirements of R.C. 1302.04(A) but which is valid in other respects is enforceable “with respect to goods for which payment has been made and accepted or which have been received and accepted in accordance with section 1302.64 of the Revised Code.”

In the following cases the agreement is void unless it, or some note or memorandum thereof, expressing the consideration, is in writing and subscribed by the party to be charged, or by the lawfully authorized agent of the party; evidence, therefore, of the agreement shall not be received other than the writing, or secondary evidence of its contents in the cases prescribed by law: (a) An agreement that by its terms is not to be performed within a year from the making. (b) An agreement to answer for the debt, default or miscarriage of another. (c) An agreement by an executor or administrator to pay the debts of the testator or intestate out of the estate of the executor or administrator. (d) An agreement made upon consideration of marriage, other than a mutual promise to marry. (e) An agreement for the leasing for a longer period than one year, or for the sale of real property, or of any interest therein.

An agreement concerning real property made by an agent of the party sought to be charged unless the authority of the agent is in writing. (g) An agreement authorizing or employing an agent or broker to sell or purchase real estate for a compensation or commission; but if the note or memorandum of the agreement is in writing and subscribed by the party to be charged, or by the lawfully authorized agent of the party, and contains a description of the property sufficient for identification, and authorizes or employs the agent or broker to sell the property, and expresses with reasonable certainty the amount of the commission or compensation to be paid, the agreement shall not be void for failure to state a consideration.

An agreement, promise or commitment to lend money, to otherwise extend credit, to forbear with respect to the repayment of any debt payable in money, to modify or amend the terms under which the person has lent money or otherwise extended credit, to release any guarantor or cosigner or to make any other financial accommodation pertaining to an existing debt or other extension of credit.

This paragraph does not apply: (A) If no party to the agreement, promise or commitment is a financial institution as defined in ORS 706.008, a consumer finance company licensed under ORS chapter 725 or a mortgage banker as defined in ORS 86A.100; or (B) To a loan of money or extension of credit to a natural person which is primarily for personal, family or household purposes and not for business or agricultural purposes or which is secured solely by residential property consisting of one to four dwelling units, one of which is the primary residence of the debtor.

Except as provided in this subsection, defenses and exceptions created by provisions of the Oregon Revised Statutes or recognized by the courts of this state do not apply to subsection (1)(h) of this section. (b) An agreement, promise or commitment which does not satisfy the requirements of subsection (1)(h) of this section, but which is valid in other respects, is enforceable if the party against whom enforcement is sought admits in the party’s pleading, testimony or otherwise in court that the agreement, promise or commitment was made. The agreement is not enforceable under this paragraph beyond the dollar amount admitted. (c) Nothing in subsection (1)(h) of this section precludes a party from seeking to prove the modification of any term relating to the time of repayment.

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

If a financial institution as defined in ORS 706.008, a consumer finance company licensed under ORS chapter 725 or a mortgage banker as defined in ORS 86A.100 lends money or extends credit, and subsection (1)(h) of this section applies to the loan or extension of credit, the financial institution, consumer finance company or mortgage banker shall, not later than the time the loan or extension of credit is initially made, include within the loan or credit document, or within a separate document which identifies the loan or extension of credit, a statement which is underlined or in at least 10-point bold type and which is substantially to the following effect:

Under Oregon law, most agreements, promises and commitments made by us concerning loans and other credit extensions which are not for personal, family or household purposes or secured solely by the borrower’s residence must be in writing, express consideration and be signed by us to be enforceable.

Between merchants, if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) of this section against the party unless notice in a record of objection to its contents is given within 10 days after it is received. (3) A contract that does not satisfy the requirements of subsection (1) of this section but that is valid in other respects is enforceable: (a) If the goods are to be specially manufactured for the buyer and 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 under circumstances that reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) If the party against whom enforcement is sought admits in pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) With respect to goods for which payment has been made and accepted or that have been received and accepted in accordance with ORS 72.6060.

§ 9-1-4. Statute of frauds. No action shall be brought: (1) Whereby to charge any person upon any contract for the sale of lands, tenements, or hereditaments, or the making of any lease thereof for a longer time than one year;

Whereby to charge any person upon any agreement which is not to be performed within the space of one year from the making thereof;

After an introductory clause declaring: “No action shall be brought,” the pertinent language of the statute reads as follows: “(6) [w]hereby to charge any person upon any agreement or promise * * * upon the sale of any interest in real estate; “(7) * * * unless the promise or agreement upon which the action shall be brought, or some note or memorandum thereof, shall be in writing, and signed by the party to be charged therewith, or by some other person by him or her thereunto lawfully authorized.” Section 9-1-4(6), (7).

It should at all times be borne in mind that the Statute of Frauds expressly requires that the required note or memorandum be “in writing” and that it be “signed by the party to be charged * * *.” Section 9-1-4(7) (emphasis added).

This Court has consistently held that “an oral agreement [for the purchase and sale of real estate] precludes recovery * * * ‘irrespective of whether the action is based on the contract,

any attempt to apply the doctrine of promissory estoppel to real estate * * * agreements so as to take them out of the statute would, in the absence of fraud, defeat the very purpose for which clause Sixth [of the Statute of Frauds] was enacted, specifically, protection against the assertion of unfounded claims.

Moreover, in Rhode Island, the statute of frauds requires that, to enforce an agreement for the sale of real property, the agreement must be signed by the party against whom enforcement is sought.

existence of a signature in the abstract is not the relevant question in assessing compliance with the statute of frauds. Instead, this Court looks to the written note or memorandum at issue

“Such memoranda must set out who are the seller and the buyer, their respective intention to sell and to purchase, a description of the subject matter of the sale, the purchase price, and terms of payment.”

“Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500) or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his or her authorized agent or broker.”

The defendant’s reliance on G.L.1956 § 6A-2-201(2) is utterly without merit. Section 6A-2-201(2) of the code pertains to the statute of frauds and provides that between merchants failure to answer a written confirmation of an oral contract for the sale of goods worth $500 or more within ten days of its receipt takes away from that party the defense of the statute of frauds. Section 6A-2-201(2) is not determinative of what terms comprise a written contract.

(6) Whereby to charge any person upon any agreement or promise to pay any commission for or upon the sale of any interest in real estate; (7) Except in cases to which the Uniform Commercial Code (title 6A) applies, whereby to charge any person upon any contract for the sale of personal property beyond five thousand dollars ($5,000) in an amount or value of remedy, unless the promise or agreement upon which the action shall be brought, or some note or memorandum thereof, shall be in writing, and signed by the party to be charged therewith, or by some other person by him or her thereunto lawfully authorized.

The plaintiff argues that defendant’s attorney’s signature on an email agreeing to the terms of the purchase and sales agreement constitutes a memorandum sufficient to satisfy the statute of frauds; however, the existence of a signature in the abstract is not the relevant question in assessing compliance with the statute of frauds.

Moreover, even while we take as true the allegation that defendant’s attorney’s office accepted the Firefighters’ modifications to the purchase and sales agreement via email, the email also conveyed that defendant’s attorney’s office would transmit the purchase and sales agreement “for [the defendant’s] signatures.” To form a binding contract, a party’s objective intent to be bound is a necessary precondition to acceptance. See Smith v. Boyd, 553 A.2d 131, 133 (R.I. 1989). We cannot conclude that a statement that a seller’s attorney will forward a writing to the seller for signature manifests an objective intent to bind that seller.

Whereby to charge any person upon any agreement made upon consideration of marriage; (3) Whereby to charge any trustee under any express trust, or any executor or administrator, upon his or her special promise to answer any debt or damage out of his or her own estate; (4) Whereby to charge any person upon his or her special promise to answer for the debt, default, or miscarriage of another person;

It is this Court’s opinion that this email, as a matter of law, does not establish the existence of a contract. Although Schmidt agreed on the purchase price “in principle,” there are terms like “the payoff of the creditors of [Brushy Brook]” that needed “to [be] taken care of in order to sign th[e] agreement.” It is evident that the parties had not yet reached an agreement on material terms. Moreover, it is clear that Schmidt did not intend to enter a contract at that precise moment, as required to constitute a valid acceptance.

The record reveals that Pranda never has disputed the fact that a written plan for the Premier Project actually existed, and it never disputed as inaccurate the amount reflected on the invoice that MDS billed to Pranda on the Premier Project. Although MDS did not produce the written plan at trial, because of these tacit admissions, such failure was not fatal to MDS’s claim.

contract for the sale of lands, tenements, or hereditaments, or the making of any lease thereof for a longer time than one year; “* * * “(7) * * * unless the promise or agreement upon which the action shall be brought, or some note or memorandum thereof, shall be in writing, and signed by the party to be charged therewith, or by some other person by him or her thereunto lawfully authorized.” Section 9-1-4 (1), (7).

The following contracts are not enforceable by action unless the contract or some memorandum thereof is in writing and subscribed by the party to be charged or his agent, as authorized in writing:

(1) An agreement that by its terms is not to be performed within a year from the making thereof; (2) An agreement made upon consideration of marriage, other than a mutual promise to marry; (3) An agreement for sale of real estate or an interest therein, or lease of the same, for a period longer than one year. However, this does not abridge the power of any court to compel specific performance of any agreement for sale of real estate in case of part performance thereof; and

An agreement for a loan of money or for an extension of credit, which agreement may be enforced by a beneficiary for whom the agreement was made, including, but not limited to, vendors of agricultural goods, services or products. A loan or an extension of credit made pursuant to § 51A-12-12 or chapter 54-11 is specifically exempt from the provisions of this section.

Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's authorized agent or broker.

(2) Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the party unless notice in a record of objection to its contents is given within ten days after it is received.

(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable: (a) If the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) If the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) With respect to goods for which payment has been made and accepted or which have been received and accepted (§ 57A-2-606 ); or

(d) With respect to the sale of grain, grain sorghums, beans, pulse crops, and oil seeds: (i) If the party seeking enforcement of the contract has a recorded statement of the contract terms with the party against whom enforcement is sought or a noncontract party's verbal or written verification of the contract terms confirmed by the party against whom enforcement is sought; or (ii) If the party seeking enforcement of the contract has a written agreement by the party against whom enforcement is sought providing for the enforcement of verbal contracts; or (iii) If within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving the writing in confirmation has reason to know its contents, the writing in confirmation satisfies the requirements of subsection (1) of this section against such party unless written notice of objection to its contents is given within two days after the writing in confirmation is received.

(a) A promise or agreement described in Subsection (b) of this section is not enforceable unless the promise or agreement, or a memorandum of it, is (1) in writing; and (2) signed by the person to be charged with the promise or agreement or by someone lawfully authorized to sign for him.

(b) Subsection (a) of this section applies to: (1) a promise by an executor or administrator to answer out of his own estate for any debt or damage due from his testator or intestate; (2) a promise by one person to answer for the debt, default, or miscarriage of another person; (3) an agreement made on consideration of marriage or on consideration of nonmarital conjugal cohabitation; (4) a contract for the sale of real estate; (5) a lease of real estate for a term longer than one year; (6) an agreement which is not to be performed within one year from the date of making the agreement; (7) a promise or agreement to pay a commission for the sale or purchase of: (A) an oil or gas mining lease; (B) an oil or gas royalty; (C) minerals; or (D) a mineral interest; and (8) an agreement, promise, contract, or warranty of cure relating to medical care or results thereof made by a physician or health care provider as defined in Section 74.001 , Civil Practice and Remedies Code. This section shall not apply to pharmacists.

(b) A loan agreement in which the amount involved in the loan agreement exceeds $50,000 in value is not enforceable unless the agreement is in writing and signed by the party to be bound or by that party's authorized representative. (c) The rights and obligations of the parties to an agreement subject to Subsection (b) of this section shall be determined solely from the written loan agreement, and any prior oral agreements between the parties are superseded by and merged into the loan agreement.

(f) If the notice required by Subsection (e) of this section is not given on or before execution of the loan agreement or is not conspicuous, this section does not apply to the loan agreement, but the validity and enforceability of the loan agreement and the rights and obligations of the parties are not impaired or affected.

(d) An agreement subject to Subsection (b) of this section may not be varied by any oral agreements or discussions that occur before or contemporaneously with the execution of the agreement. (e) In a loan agreement subject to Subsection (b) of this section, the financial institution shall give notice to the debtor or obligor of the provisions of Subsections (b) and (c) of this section. The notice must be in a separate document signed by the debtor or obligor or incorporated into one or more of the documents constituting the loan agreement. The notice must be in type that is boldface, capitalized, underlined, or otherwise set out from surrounding written material so as to be conspicuous. The notice must state substantially the following: "This written loan agreement represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. "There are no unwritten oral agreements between the parties. _________________ ______________________ "Debtor or Obligor Financial Institution"

(a) In this section: (1) "Financial institution" means a state or federally chartered bank, savings bank, savings and loan association, or credit union, a holding company, subsidiary, or affiliate of such an institution, or a lender approved by the United States Secretary of Housing and Urban Development for participation in a mortgage insurance program under the National Housing Act (12 U.S.C. Section 1701 et seq.). (2) "Loan agreement" means one or more promises, promissory notes, agreements, undertakings, security agreements, deeds of trust or other documents, or commitments, or any combination of those actions or documents, pursuant to which a financial institution loans or delays repayment of or agrees to loan or delay repayment of money, goods, or another thing of value or to otherwise extend credit or make a financial accommodation. The term does not include a promise, promissory note, agreement, undertaking, document, or commitment relating to: (A) a credit card or charge card; or (B) an open-end account, as that term is defined by Section 301.002 , Finance Code, intended or used primarily for personal, family, or household use.

The following agreements are void unless the agreement, or some note or memorandum of the agreement, is in writing, signed by the party to be charged with the agreement: every agreement that by its terms is not to be performed within one year from the making of the agreement; every promise to answer for the debt, default, or miscarriage of another; every agreement, promise, or undertaking made upon consideration of marriage, except mutual promises to marry; every special promise made by an executor or administrator to answer in damages for the liabilities, or to pay the debts, of the testator or intestate out of his own estate; every agreement authorizing or employing an agent or broker to purchase or sell real estate for compensation; and every credit agreement.

Except as provided in Subsection (2)(e) , a debtor or a creditor may not maintain an action on a credit agreement unless the agreement: is in writing; expresses consideration; sets forth the relevant terms and conditions; and is signed by the party against whom enforcement of the agreement would be sought.

A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation. If a law requires a record to be in writing, an electronic record satisfies the law. If a law requires a signature, an electronic signature satisfies the law.

"Credit agreement" means an agreement by a financial institution to: lend, delay, or otherwise modify an obligation to repay money, goods, or things in action; otherwise extend credit; or make any other financial accommodation. "Credit agreement" does not include the usual and customary agreements related to deposit accounts or overdrafts or other terms associated with deposit accounts or overdrafts.

The following actions do not give rise to a claim that a credit agreement is created, unless the agreement satisfies the requirements of Subsection (2)(b) : the rendering of financial advice by a creditor to a debtor; the consultation by a creditor with a debtor; or the creation for any purpose between a creditor and a debtor of fiduciary or other business relationships.

Each credit agreement shall contain a clearly stated typewritten or printed provision giving notice to the debtor that the written agreement is a final expression of the agreement between the creditor and debtor and the written agreement may not be contradicted by evidence of any alleged oral agreement. The provision does not have to be on the promissory note or other evidence of indebtedness that is tied to the credit agreement.

A credit agreement is binding and enforceable without any signature by the party to be charged if: the debtor is provided with a written copy of the terms of the agreement; the agreement provides that any use of the credit offered shall constitute acceptance of those terms; and after the debtor receives the agreement, the debtor, or a person authorized by the debtor, requests funds pursuant to the credit agreement or otherwise uses the credit offered.

For purposes of this act, a signed application constitutes a signed agreement, if the creditor does not customarily obtain an additional signed agreement from the debtor when granting the application.

"Creditor" means a financial institution which extends credit or extends a financial accommodation under a credit agreement with a debtor. "Debtor" means a person who seeks or obtains credit, or seeks or receives a financial accommodation, under a credit agreement with a financial institution. "Financial institution" means: a state or federally chartered: bank; savings and loan association; savings bank; industrial bank; or credit union; or any other institution under the jurisdiction of the commissioner of Financial Institutions as provided in Title 7, Financial Institutions Act .

Unless a promise, contract, agreement, representation, assurance, or ratification, or some memorandum or note thereof, is in writing and signed by the party to be charged or his agent, no action shall be brought in any of the following cases: 1. To charge any person upon or by reason of a representation or assurance concerning the character, conduct, credit, ability, trade, or dealings of another, to the intent or purpose that such other may obtain thereby, credit, money, or goods; 2. To charge any person upon a promise made after attaining the age of majority, to pay a debt contracted during infancy, or upon a ratification after attaining the age of majority, of a promise or simple contract made during infancy; 3. To charge a personal representative upon a promise to answer any debt or damages out of his own estate; 4. To charge any person upon a promise to answer for the debt, default, or misdoings of another; 5. Upon any agreement made upon consideration of marriage;

6. Upon any contract for the sale of real estate, or for the lease thereof for more than a year; 7. Upon any agreement or contract for services to be performed in the sale of real estate by a party defined in § 54.1-2100 ; 8. Upon any agreement that is not to be performed within a year; or 9. Upon any agreement or promise to lend money or extend credit in an aggregate amount of $25,000 or more.

The consideration need not be set forth or expressed in the writing, and it may be proved (where a consideration is necessary) by other evidence.

A parol contract to devise land may, however, be taken out of the Statute of Frauds by evidence of part performance on the promisee’s part. To prevail, the promisee must establish: (1) that the parol agreement relied on is “certain and definite in its terms,” (2) that his acts of part performance were done “in pursuance of the agreement proved,” and (3) that the agreement has been “so far executed that a refusal of full execution would operate a fraud” upon him.

In reviewing a claim for specific performance of an oral contract for the purchase and sale of real property, “the evidence relied upon to establish the contract and its part performance by the party seeking to enforce it must be clear and convincing.”

For these reasons, we hold that the circuit court erred in finding that the various notes and memoranda between the Moormans and Blackstock regarding the purported oral contract for the sale of the Moormans’ farm were sufficient to satisfy 17 the statute of frauds.

Blackstock’s testimony at trial demonstrates that he did not actually engage in the acts of surveying, engineering, performing soil studies, and purchasing the Heatwole property, in pursuance of the purported agreement.

In so holding, we find no reason to address whether David Moorman “signed” any of the correspondence between the parties by the act of typing his name in an e-mail or facsimile message.

And perhaps most importantly, Blackstock’s own formalized draft agreements required the signatures of the entire Moorman family, rather than the signature of David, acting as the agent of the Moorman family.

We therefore disagree with the circuit court’s findings, and hold that the evidence is insufficient to establish that Blackstock undertook any actions in furtherance of the purported contract so as to remove this case from the bar of the statute of frauds. 20 CONCLUSION For these reasons, we hold that the circuit court erred in finding that various notes, memoranda, and draft agreements circulated between the Moormans and Blackstock were sufficient to satisfy the statute of frauds. We also hold that the circuit court erred in finding that David Moorman acted as the agent of the Moorman family. We further hold that the circuit court erred in granting specific performance based upon equitable estoppel and part performance of the purported oral contract. In so holding, we find no need to address any other assignment of error. Accordingly, the judgment of the circuit court will be reversed and final judgment will be entered in favor of the Moormans. Reversed and final judgment.

Every contract, not in writing, made in respect to real estate or goods and chattels in consideration of marriage, or made for the conveyance or sale of real estate, or a term therein of more than five years, and, except as otherwise provided in § 8.2-402 of the Uniform Commercial Code, every bill of sale or contract for the sale of goods and chattels when the possession is allowed to remain with the seller, shall be void, both at law and in equity, as to purchasers for value and without notice and creditors; provided, however, that if any such contract or bill of sale as is mentioned in this section creates a security interest as defined in the Uniform Commercial Code, its validity and enforceability shall be governed by the provisions of that Code.

Because Phillips failed to carry the burden of proving corroboration imposed upon him by the Dead Man’s Statute, his claim also fails to satisfy the Statute of Frauds. As noted above, Code § 11-2(6) applies to parol contracts to devise land. Part performance may only be relied on to take the case out of the Statute of Frauds when the claimant establishes that the parol agreement is “certain and definite in its terms” and that his part performance was done “in pursuance of the agreement proved.”

We conclude that the circuit court erred in granting specific performance of the parol agreement and will accordingly reverse the judgment appealed from and enter final judgment in favor of the Home.

In the following cases, specified in this section, any agreement, contract, and promise shall be void, unless such agreement, contract, or promise, or some note or memorandum thereof, be in writing, and signed by the party to be charged therewith, or by some person thereunto by him or her lawfully authorized, that is to say: (1) Every agreement that by its terms is not to be performed in one year from the making thereof; (2) every special promise to answer for the debt, default, or misdoings of another person; (3) every agreement, promise, or undertaking made upon consideration of marriage, except mutual promises to marry; (4) every special promise made by an executor or administrator to answer damages out of his or her own estate; (5) an agreement authorizing or employing an agent or broker to sell or purchase real estate for compensation or a commission.

Every conveyance of real estate, or any interest therein, and every contract creating or evidencing any encumbrance upon real estate, shall be by deed: PROVIDED, That (1) leases do not require acknowledgment, witness, or seals, but to be recorded, a lease and a memorandum of lease must have the lessee's and lessor's signatures acknowledged; and (2) when real estate, or any interest therein, is held in trust, the terms and conditions of which trust are of record, and the instrument creating such trust authorizes the issuance of certificates or written evidence of any interest in said real estate under said trust, and authorizes the transfer of such certificates or evidence of interest by assignment by the holder thereof by a simple writing or by endorsement on the back of such certificate or evidence of interest or delivery thereof to the vendee, such transfer shall be valid, and all such assignments or transfers hereby authorized and heretofore made in accordance with the provisions of this section are hereby declared to be legal and valid.

RCW 19.36.100 through 19.36.140 and 19.36.900 shall not apply to: (1) A promise, agreement, undertaking, document, or commitment relating to a credit card or charge card; or (2) a loan of money or extension of credit to a natural person that is primarily for personal, family, or household purposes and not primarily for investment, business, agricultural, or commercial purposes.

The creditor shall give notice to the other party on a separate document or incorporated into one or more of the documents relating to a credit agreement. The notice shall be in type that is boldface, capitalized, underlined, or otherwise set out from surrounding written materials so it is conspicuous. The notice shall state substantially the following: Oral agreements or oral commitments to loan money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable under Washington law.

Every deed shall be in writing, signed by the party bound thereby, and acknowledged by the party before some person authorized by *this act to take acknowledgments of deeds.

A credit agreement is not enforceable against the creditor unless the agreement is in writing and signed by the creditor. The rights and obligations of the parties to a credit agreement shall be determined solely from the written agreement, and any prior or contemporaneous oral agreements between the parties are superseded by, merged into, and may not vary the credit agreement. Partial performance of a credit agreement does not remove the agreement from the operation of this section.

"Credit agreement" means an agreement, promise, or commitment to lend money, to otherwise extend credit, to forbear with respect to the repayment of any debt or the exercise of any remedy, to modify or amend the terms under which the creditor has lent money or otherwise extended credit, to release any guarantor or cosigner, or to make any other financial accommodation pertaining to a debt or other extension of credit.

If a notice complying with RCW 19.36.140, is not given simultaneously with or before a credit agreement is made, RCW 19.36.100 through 19.36.140 and 19.36.900 shall not apply to the credit agreement. Notice, once given to a debtor, shall be effective as to all subsequent credit agreements and effective against the debtor, and its guarantors, successors, and assigns.

*Reviser's note: The language "this act" appears in 1929 c 33, which is codified in RCW 64.04.010- 64.04.050, 64.08.010- 64.08.070, 64.12.020, and 65.08.030.

RCW 19.36.100 through 19.36.140 shall take effect July 1, 1990, and shall apply only to credit agreements entered into on or after July 1, 1990. [ 1990 c 211 s 6.]

In the following case every agreement shall be void unless such agreement or some note or memorandum thereof, expressing the consideration, be in writing and subscribed by the party charged therewith: 241.02(1)(a) (a) Every agreement that by its terms is not to be performed within one year from the making thereof. 241.02(1)(b) (b) Every special promise to answer for the debt, default or miscarriage of another person.

An offer, promise, agreement, or commitment by a financial institution or its affiliate described in par. (b) may not be enforced under the doctrine of promissory estoppel.

Subject to the exclusions in sub. (2) , this chapter shall govern every transaction by which any interest in land is created, aliened, mortgaged, assigned or may be otherwise affected in law or in equity.

Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker.

Every agreement, promise or undertaking made upon consideration of marriage, except mutual promises to marry.

No action may be brought against a financial institution or its affiliate on or in connection with any of the following offers, promises, agreements, or commitments of the financial institution or its affiliate unless the offer, promise, agreement, or commitment is in writing, sets forth relevant terms and conditions, and is signed with an authorized signature by the financial institution or its affiliate and delivered to the party seeking to enforce the offer, promise, agreement, or commitment: 241.02(3)(b)1. 1. An offer, promise, agreement, or commitment to lend money, grant or extend credit, or make any other financial accommodation. 241.02(3)(b)2. 2. An offer, promise, agreement, or commitment to renew, extend, modify, or permit a delay in repayment or performance of a loan, extension of credit, or other financial accommodation.

Excluded from the operation of this chapter are transactions which an interest in land is affected: 706.001(2)(a) (a) By act or operation of law; or 706.001(2)(b) (b) By will; or 706.001(2)(bm) (bm) By nonprobate transfer on death under s. 705.15 ; or 706.001(2)(c) (c) By lease for a term limited to one year or less; or by contract or option to lease for such period which postpones the commencement of the agreed lease to a time not later than 60 days after the date of the contract or option; or by assignment, modification or termination of lease when, at the time such assignment, modification or termination is made, the unexpired term is limited to one year or less, and remains so limited under the lease as modified; except that instruments relating to such excluded transactions, if in recordable form, shall be entitled to record.

A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in such writing.

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

A contract which does not satisfy the requirements of sub. (1) but which is valid in other respects is enforceable: 402.201(3)(a) (a) If the goods are to be specially manufactured for the buyer and 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 under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or 402.201(3)(b) (b) If the party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this paragraph beyond the quantity of goods admitted; or 402.201(3)(c) (c) With respect to goods for which payment has been made and accepted or which have been received and accepted

Subsection (1) does not apply to a marital property agreement complying with ch. 766 .

This subsection does not apply to credit transactions that are subject to chs. 421 to 427 . 241.02(3)(e) (e) This subsection does not apply to any offer, promise, agreement, or commitment by a financial institution or its affiliate in connection with the issuance or use of a credit card, as defined in s. 421.301 (15) , whether or not subject to chs. 421 to 427 . 241.02(3)(f) (f) This subsection does not prohibit any action or claim under s. 100.18 or for fraudulent misrepresentation under common law.

This chapter shall be liberally construed, in cases of conflict or ambiguity, so as to effectuate the intentions of parties who have acted in good faith.