Does this agreement have to be in writing to be enforceable in Florida?
Fla. Stat. § 725.01 bars an action, absent a signed writing (or note or memorandum), on: a promise by an executor or administrator to answer out of his or her own estate; a special promise to answer for the debt, default or miscarriage of another; an agreement made on consideration of marriage; a contract for the sale of lands or of any uncertain interest in them; a lease longer than 1 year; an agreement not to be performed within 1 year from its making; and a health care provider's guarantee of the result of a medical, surgical or diagnostic procedure. The one-year clause reaches only an agreement that CANNOT be fully performed within a year: judged from when an oral contract of indefinite duration is made, if full performance is possible within one year it falls outside the statute (Browning v. Poirier). For the sale of goods, Fla. Stat. § 672.201(1) makes a contract for $500 or more unenforceable without a record sufficient to indicate a contract for sale, signed by the party against whom enforcement is sought, and not enforceable beyond the quantity shown.
The trap
The one-year clause catches far less than drafters and older Florida cases assume. The 'qualifying rule' of Yates v. Ball (1937) (that an agreement of no fixed duration is within the statute if the parties clearly intended it to run longer than a year, even though performance within a year was not impossible) was receded from in Browning v. Poirier (2015), in the footnote the court attached to its statement of the possibility-of-performance test. Browning held an oral agreement of indefinite duration outside the statute because full performance was possible within a year, even though the parties contemplated a relationship lasting longer; it answered the rephrased certified question in the negative and quashed the Fifth District, with one justice recused. An expected long duration does not bring an oral deal within § 725.01; only impossibility of full performance within a year does. Note also that the land provision covers 'any uncertain interest' and any lease of more than one year. For goods, § 672.201(2)-(3) supplies merchant-confirmation, specially-manufactured-goods, admission and paid-for/accepted-goods exceptions.
10 authorities
- statuteFla. Stat. § 725.01enactment date not established
The words that state the rule
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.
- statuteFla. Stat. § 672.201enactment date not established
The words that state the rule
(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.
The words that state the rule
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.
The words that state the rule
3. We recede from Yates to the extent that the general and qualifying rule there conflicts with our decision today.
- statuteFla. Stat. § 672.201enactment date not established
The words that state the rule
(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.
- statuteFla. Stat. § 672.201enactment date not established
The words that state the rule
(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 words that state the rule
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.
The words that state the rule
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.”
The words that state the rule
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.
The words that state the rule
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).
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.