Does this deal have to be in writing and signed in Ohio?
R.C. 1335.05, as the Fifth District set it out, provides that 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 (Yorkland). The Supreme Court of Ohio has held that the statute of frauds bars a party from enforcing an oral agreement falling within it in either the prosecution or the defence of an action, and that an oral agreement to release a mortgage pertains to an interest in land and so falls within R.C. 1335.05 even if it is called a settlement agreement (FirstMerit Bank v. Inks).
The trap
The signed writing can be assembled from a chain of emails and still fail on intent. In Mezher an email exchange identified the sellers, the buyer, the property and the price and carried an electronic signature of the party to be charged, and the First District still had to decide 'whether the parties intended to enter into a contract at the time of the email exchanges', because the exchange contemplated that the parties would sign a formal document. Note also that the section as quoted refers to the agent's authority being given to that person 'lawfully authorized': the quoted text does not say the agent's authority must itself be written, and this rule does not add that requirement. R.C. 1335.05 is one section of Ohio's statute of frauds, and the text above is itself quoted with an elision. Three neighbours matter to a drafter. For a sale of goods of $500 or more, R.C. 1302.04(A) requires a writing signed by the party against whom enforcement is sought, subject to R.C. 1302.04(C)(3) for goods paid for and accepted or received and accepted (Yangtze). For a loan agreement, R.C. 1335.02(B) bars an action unless the agreement is in writing and signed by the party against whom it is brought (FirstMerit Bank N.A. v. Inks, Ninth District). And a land-installment contract has to satisfy the separate minimum requirements of R.C. 5313.02, which must be in writing - the ground on which the claim in Yorkland actually failed.
9 authorities
- case2025-Ohio-152Yorkland Ltd. v. KildowOhio Ct. App. 5th Dist.decided 2025
The words that state the rule
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.
- case2018-Ohio-3787Mezher v. SchrandOhio Ct. App. 1st Dist.decided 2018
The words that state the rule
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.
- case2018-Ohio-3787Mezher v. SchrandOhio Ct. App. 1st Dist.decided 2018
The words that state the rule
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.
- case2025-Ohio-152Yorkland Ltd. v. KildowOhio Ct. App. 5th Dist.decided 2025
The words that state the rule
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.
- case2018-Ohio-3787Mezher v. SchrandOhio Ct. App. 1st Dist.decided 2018
The words that state the rule
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).
The words that state the rule
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.
The words that state the rule
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.
- case2012-Ohio-5155FirstMerit Bank N.A. v. InksOhio Ct. App. 9th Dist.decided 2012
The words that state the rule
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.”
- case2026-Ohio-1518Yangtze RR Fasteners Internatl. USA, Inc. v. Ohio Valley Trackwork, Inc.Ohio Ct. App. 4th Dist.decided 2026
The words that state the rule
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.”
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.