Does this agreement have to be in writing and signed to be enforced in Rhode Island?
In seven listed cases, yes, and the writing must be signed by the party you are trying to charge. R.I. Gen. Laws § 9-1-4 opens "No action shall be brought:" and then lists (1) a contract for the sale of lands, tenements or hereditaments, or a lease for longer than one year; (2) an agreement made upon consideration of marriage; (3) a trustee's, executor's or administrator's special promise to answer a debt out of his or her own estate; (4) a special promise to answer for the debt, default or miscarriage of another person; (5) an agreement not to be performed within the space of one year from the making thereof; (6) an agreement or promise to pay any commission for or upon the sale of any interest in real estate; and (7), "Except in cases to which the Uniform Commercial Code (title 6A) applies", a contract for the sale of personal property "beyond five thousand dollars ($5,000) in an amount or value of remedy". As the statute is published the closing proviso sits at the end of branch (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", but the Supreme Court reads it as governing the other branches too: in Loffredo v. Shapiro it set out the statute as "(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 ... shall be in writing, and signed by the party to be charged", citing "Section 9-1-4(6), (7)", and in 1100 North Main LLC v. Shoreby Hill Properties it did the same for the land branch, citing "Section 9-1-4 (1), (7)". Fogarty v. Palumbo states it flatly: "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." The memorandum "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", and its terms may be spread across documents that reference each other.
The trap
Two Rhode Island traps. First, promissory estoppel does not rescue an oral land deal: Loffredo holds that "an oral agreement [for the purchase and sale of real estate] precludes recovery * * * 'irrespective of whether the action is based on the contract," or on a theory of estoppel, and that "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". Second, a signature somewhere in the file is not a signature on the memorandum: in 1100 North Main the Court held that "the existence of a signature in the abstract is not the relevant question in assessing compliance with the statute of frauds", and that a seller's lawyer's signed email saying the agreement would be sent on “for [the defendant’s] signatures” did not bind the seller whose signature was missing from the purchase and sales agreement. Third, the $5,000 figure in branch (7) is NOT the number for a sale of goods, and reading it as one is the drafting error this section invites. Branch (7) opens "Except in cases to which the Uniform Commercial Code (title 6A) applies", which sends a goods sale to R.I. Gen. Laws § 6A-2-201, a section ABSENT from the Rhode Island statutes we publish, but one the Supreme Court quoted verbatim in Marketing Design Source, Inc. v. Pranda North America, Inc.: "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". Five hundred dollars, not five thousand. Stanley-Bostitch, Inc. v. Regenerative Environmental Equipment Co. states the merchant branch in a footnote that rejects reliance on it: "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." And the section is not a shield a seller can count on: in Marketing Design Source the buyer never produced the written plan at trial, yet "because of these tacit admissions, such failure was not fatal to MDS's claim."
18 authorities
- statuteR.I. Gen. Laws § 9-1-4enactment date not established
The words that state the rule
§ 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;
- statuteR.I. Gen. Laws § 9-1-4enactment date not established
The words that state the rule
Whereby to charge any person upon any agreement which is not to be performed within the space of one year from the making thereof;
The words that state the rule
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).
The words that state the rule
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).
The words that state the rule
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,
The words that state the rule
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.
The words that state the rule
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.
- caseNo. 2024-203-Appeal.1100 North Main LLC v. Shoreby Hill Properties, Inc.R.I.decided 2026
The words that state the rule
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
- caseNo. 2024-203-Appeal.1100 North Main LLC v. Shoreby Hill Properties, Inc.R.I.decided 2026
The words that state the rule
“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.”
- case799 A.2d 267Marketing Design Source, Inc. v. Pranda North America, Inc.R.I.decided 2002read it at the source ↗
The words that state the rule
“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.”
- case697 A.2d 323Stanley-Bostitch, Inc. v. Regenerative Environmental Equipment Co.R.I.decided 1997read it at the source ↗
The words that state the rule
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.
- statuteR.I. Gen. Laws § 9-1-4enactment date not established
The words that state the rule
(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.
- caseNo. 2024-203-Appeal.1100 North Main LLC v. Shoreby Hill Properties, Inc.R.I.decided 2026
The words that state the rule
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.
- caseNo. 2024-203-Appeal.1100 North Main LLC v. Shoreby Hill Properties, Inc.R.I.decided 2026
The words that state the rule
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.
- statuteR.I. Gen. Laws § 9-1-4enactment date not established
The words that state the rule
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;
The words that state the rule
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.
- case799 A.2d 267Marketing Design Source, Inc. v. Pranda North America, Inc.R.I.decided 2002read it at the source ↗
The words that state the rule
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.
- caseNo. 2024-203-Appeal.1100 North Main LLC v. Shoreby Hill Properties, Inc.R.I.decided 2026
The words that state the rule
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).
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.