Which Washington agreements are void unless in writing?
Under RCW 19.36.010 an agreement, contract or promise is void unless it, or some note or memorandum of it, is in writing and signed by the party to be charged (or someone lawfully authorized) in five cases: (1) every agreement that by its terms is not to be performed in one year from its making; (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 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. Separately, every conveyance of real estate or any interest in it, and every contract creating or evidencing an encumbrance on real estate, must be by deed (RCW 64.04.010). A deed in turn "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" (RCW 64.04.020; the reviser's note identifies "this act" as 1929 c 33, codified at RCW 64.04.010-.050 and 64.08.010-.070): subject to RCW 64.04.010's own proviso that "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 Washington has a second statute of frauds a commercial drafter meets: under RCW 19.36.110 a "credit agreement", any promise to lend, extend credit, forbear, modify, release a guarantor or make any other financial accommodation (RCW 19.36.100), "is not enforceable against the creditor unless the agreement is in writing and signed by the creditor", the parties' rights are "determined solely from the written agreement" with prior or contemporaneous oral agreements merged into it, and "Partial performance of a credit agreement does not remove the agreement from the operation of this section."
The trap
Two Washington-specific edges. The statute says 'void', not merely unenforceable. And the broker clause in (5) means a real-estate commission agreement must be in writing and signed by the party to be charged; an unwritten agreement of that kind is void under this section. The one-year clause runs from the making of the agreement and asks whether it is 'by its terms' not performable within a year. The credit-agreement statute cuts one way only (it protects the CREDITOR from oral commitments), and it has two gates a borrower's counsel should check: it does not apply to credit cards or to consumer loans to a natural person for personal, family or household purposes (RCW 19.36.120), and it does not apply at all unless the creditor gave the conspicuous notice RCW 19.36.140 prescribes "simultaneously with or before" the agreement was made (RCW 19.36.130). A lender that never gave the notice has no protection for that agreement, but 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" (RCW 19.36.130), so one notice at the start of a relationship covers the later paper. That notice has a prescribed form: type "boldface, capitalized, underlined, or otherwise set out from surrounding written materials so it is conspicuous", stating substantially "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."
10 authorities
- statuteRCW 19.36.010enactment date not established
The words that state the rule
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.
- statuteRCW 64.04.010enactment date not established
The words that state the rule
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.
- statuteRCW 19.36.120enactment date not established
The words that state the rule
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.
- statuteRCW 19.36.140enactment date not established
The words that state the rule
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.
- statuteRCW 64.04.020enactment date not established
The words that state the rule
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.
- statuteRCW 19.36.110enactment date not established
The words that state the rule
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.
- statuteRCW 19.36.100enactment date not established
The words that state the rule
"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.
- statuteRCW 19.36.130enactment date not established
The words that state the rule
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.
- statuteRCW 64.04.020enactment date not established
The words that state the rule
*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.
- statuteRCW 19.36.900enactment date not established
The words that state the rule
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.]
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.