Also known as: signed by the party to be charged · party to be charged · signed by defendant
Written by attorneys · grounded in primary & secondary sources — see below
A statutory requirement that a writing offered to satisfy the Statute of Frauds must bear the signature of the defendant in the enforcement action or that defendant's authorized agent. The rule limits enforcement to the party whose signature appears on the memorandum and prevents a plaintiff from using an unsigned writing to bind the nonsigning party.
Stephen Shaw agreed orally to buy $600 of lumber from Skyline Construction. Skyline sent a signed invoice listing the quantity and price. When Skyline later refused delivery, Shaw could not enforce the contract because the invoice lacked his signature. The court dismissed the claim for lack of a writing signed by the party against whom enforcement was sought.
Selena Singh orally agreed with Sterling Dynamics to extend a commercial lease for ten years at a new rent. The tenant sent an email confirming the terms, but the landlord never signed any writing. When the landlord later demanded the original rent, the tenant could not enforce the extension because no writing signed by the party to be charged existed.
Select any source to read its text and confirm it supports the definition.
Steven Silva, a merchant, emailed a signed confirmation of an oral sale of $800 in parts to Silverline Industries. Silverline received the confirmation but never signed or objected. When Silverline refused to pay, Silva could enforce the contract against Silverline under the merchant rule, yet Silverline could not enforce it against Silva because Silva alone had signed.
Simone Sanders sent a signed letter to Sabrina Shah expressing interest in leasing a warehouse. After negotiations the parties orally agreed on terms, and Sanders later signed a second document omitting the address. The two writings together satisfied the signature requirement because both bore Sanders's signature as the party to be charged.
Skylar Sullivan signed a letter to Spectrum Financial confirming an oral loan agreement but omitted the repayment schedule. The schedule appeared on an unsigned sheet enclosed in the same envelope. The documents were read together because Sullivan's signature on the cover letter referred to the enclosed terms, satisfying the signature requirement against Sullivan.
A manager at Sterling Dynamics orally promised Stephen Shaw a two-year position with a bonus schedule. Shaw began work and performed, but no writing signed by Sterling Dynamics existed. When Sterling later terminated Shaw, the court held the contract unenforceable under the Statute of Frauds because no memorandum bore the signature of the party against whom enforcement was sought.
No. The rule requires a signature only by the party against whom enforcement is sought. A writing signed solely by the defendant permits the plaintiff to enforce the contract against that defendant, but the defendant cannot enforce it against the plaintiff absent the plaintiff's signature.
Supporting sources
Yes under UCC 2-201(2). When merchants exchange a signed confirmation sufficient against the sender and the recipient has reason to know its contents, the confirmation satisfies the signature requirement against the recipient unless the recipient objects in writing within ten days.
Supporting sources
Yes. Separate writings may be read together as a memorandum if at least one is signed by the party to be charged and the documents clearly relate to the same transaction, even without explicit cross-references.
Supporting sources
The writing remains sufficient under UCC 2-201(1) and Restatement section 131 provided it indicates a contract was made and is signed by the party to be charged. Enforcement is limited to the quantity or terms shown in the record.
Supporting sources
…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 authorized agent or broker. Without such a writing, plaintiffs claim must fail as a matter of law. There is simply no writing between the parties that evidences any transaction.…