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Statute of Frauds - Internet Library of Law and Court Decisions - Updated September 22, 2007

Court holds that an e-mail sent by one merchant to another purporting to confirm an agreement to purchase goods is sufficient to satisfy the requirements for a writing contained in the Statute of Frauds, as set forth in NY UCC § 2-201(2), known as the merchant's exception.  The e-mail in question was sent to defendant by a third party on behalf of plaintiff, and had attached as a pdf file a letter on plaintiff's letterhead which closed with the typed signature of plaintiff's president.  The attached letter recited that the parties had an agreement, and set forth a quantity of items to be purchased, but not the price to be paid therefore.  The court nonetheless held that issues of fact existed as to both the existence of a contract between the parties for the purchase of the goods at issue, and its enforceability under the Statute of Frauds, which precluded the grant of defendant's motion for summary judgment, or dismissal of plaintiff's complaint.

Court holds that e-mail sent by defendant accepting plaintiff's offer to purchase real property, upon which defendant typed his name, satisfies the requirement of the Statute of Frauds that contracts for the transfer of an interest in real property be evidenced by a writing.  The Court nonetheless dismissed plaintiffs' claim, seeking specific performance of the parties' alleged agreement, because the e-mails the parties exchanged failed to contain all of the essential terms of a contract for the sale of real property.

The court denied defendants' motion to dismiss plaintiff's complaint, which sought to enforce a contract for the sale of real property between the parties based on e-mails they exchanged.  The court rejected defendants' claim that this contract was unenforceable by virtue of the Statute of Frauds, holding that e-mails typed and sent by defendant containing a salutation consisting of defendant's name can constitute writings sufficient to satisfy the statute of frauds.

Quick Hits

Court holds that a License Agreement that appears on-screen in a pop-up window is a writing within the meaning of the Federal Arbitration Act (“FAA”).  As such, the Court directs plaintiffs, in accordance with the terms of their License Agreement with RealNetworks, to arbitrate their claims that RealNetworks was impermissibly invading their privacy and trespassing on their property by secretly monitoring the listening and internet usage habits of users of its products.

To be enforceable under the FAA, an arbitration agreement must be contained in a writing.  Popular dictionaries at the time of the statute’s enactment defined a writing as “1.  the act or art of forming letters or characters on paper, wood, stone, or other material, for the purpose of recording the ideas which characters and words express, or of communicating them to others by visible signs. 2.  Anything written or printed; anything expressed in characters or letters.”  Relying on this definition, the Court held that a license agreement that appeared on screen was such a writing, because it constituted letters or characters formed on screen to record or communicate ideas, and could be easily printed and/or saved.  Notably, the court reached this latter conclusion despite the absence of a print or save button on the pop-up window in which the License terms appeared.  It was sufficient, held the court, that the user’s computer allowed him to right click his mouse over the terms of the License agreement, and copy and paste them into a word processing program.  The Court also noted that, once accepted by the user, the License Terms were downloaded to his computer, and stored in a file titled either  “RealPlayer License Agreement” or “RealJukebox License Agreement” depending on the product used.  As such, held the Court, the agreement between the parties qualified as a written arbitration agreement, which could be enforced in accordance with the FAA.

Finally, the court rejected the intervenor’s challenge to the Arbitration agreement on the grounds of procedural and substantive unconscionability.  As a result, the Court affirmed its earlier decision, and directed plaintiffs to arbitrate their disputes with RealNetworks.

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