Does this agreement have to be in writing to be enforceable in Minnesota?
No action may be maintained on an agreement unless the agreement, or some note or memorandum of it, EXPRESSING THE CONSIDERATION, is in writing and subscribed by the party charged, in four cases including every agreement that by its terms is not to be performed within one year from the making of it and every special promise to answer for the debt, default or doings of another (Minn. Stat. § 513.01). Separately, every contract for the leasing for longer than one year or for the sale of any lands or any interest in lands is VOID unless the contract, or some note or memorandum of it, expressing the consideration, is in writing and subscribed by the party by whom the lease or sale is to be made, or by that party's lawful agent thereunto authorized IN WRITING (§ 513.05), subject to § 513.06, which says that nothing in the chapter abridges the power of courts of equity to compel the specific performance of agreements in cases of part performance. Chapter 513 separately requires a writing to create, grant, assign, surrender or declare any estate or interest in lands other than a lease for a term not exceeding one year, subscribed by the party or by a lawful agent authorized by writing (§ 513.04). And 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 (§ 513.33, subd. 2).
The trap
Minnesota's writing requirement carries two content requirements that the general 'get it in writing' instinct misses. The memorandum must EXPRESS THE CONSIDERATION under both §§ 513.01 and 513.05: a signed writing that records the promise but not what was given for it does not satisfy the sections as written. And under § 513.05 an agent's authority to sign for the seller or lessor must itself be in writing, and a contract made by an agent is not entitled to record unless that authority is recorded too. The credit-agreement section is the one that surprises borrowers: § 513.33, subd. 3 provides that rendering financial advice, consulting with a debtor, and a creditor's agreement to take certain actions such as entering a new credit agreement, forbearing from exercising remedies, or extending installments do not give rise to a claim that a new credit agreement was created unless the requirements of subd. 2 are met, and that a credit agreement may not be implied from the relationship, fiduciary or otherwise, of creditor and debtor. The chapter's own escape: "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" (§ 513.06); Shaughnessy adopted the Restatement test (possession plus part payment in unequivocal reference to the vendor-vendee relationship), and in Lunning the estoppel route existed but failed on the record. The sale-of-goods writing requirement (UCC § 2-201) is NOT established here: Minn. Stat. ch. 336 is absent from the Minnesota statutes available for this research.
10 authorities
- statuteMinn. Stat. § 513.01enactment date not established
The words that state the rule
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;
- statuteMinn. Stat. § 513.33enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 513.33enactment date not established
The words that state the rule
A credit agreement may not be implied from the relationship, fiduciary or otherwise, of the creditor and the debtor.
- statuteMinn. Stat. § 513.01enactment date not established
The words that state the rule
(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.
- statuteMinn. Stat. § 513.05enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 513.33enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 513.06enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 513.04enactment date not established
The words that state the rule
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.
- caseMinn. (June 7, 1946)Shaughnessy v. EidsmoMinn.decided 1946
The words that state the rule
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.
- caseMinn. (Dec. 26, 1980)Lunning v. Land O'LakesMinn.decided 1980
The words that state the rule
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.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.