Statute of Frauds: Which Contracts Must Be in Writing

Last updated: 26 October 2026. This guide is based on the Statute of Frauds 1677 and the Law of Property (Miscellaneous Provisions) Act 1989 as published on legislation.gov.uk, UCC section 2-201, the federal E-SIGN Act, the Restatement (Second) of Contracts and leading English cases including Actionstrength v International Glass Engineering. It is general information, not legal advice.

Short answer: The statute of frauds is a rule that certain contracts cannot be enforced unless there is a written record signed by the person being sued. In most US states that covers marriage-related promises, contracts that cannot be completed within a year, land deals, executors’ personal promises, sales of goods of $500 or more and guarantees. In England, it now applies mainly to guarantees and land contracts.

Key takeaways

• The rule began with an English Act of 1677 aimed at frauds and perjuries. US states have their own versions, and the Restatement (Second) of Contracts summarises the common categories.
• Students remember the US categories as MY LEGS: marriage, year, land, executor, goods (UCC 2-201, $500 or more) and suretyship.
• Courts soften the rule through exceptions such as part performance, promissory estoppel, the merchant’s confirmation and admissions in court, so an oral deal is not always lost.
• Emails and e-signatures usually count as writings and signatures under the E-SIGN Act and UETA in the US, and under English case law, with some exceptions such as wills.

What is the statute of frauds?

Most contracts do not need to be written down. An oral agreement to paint a house or supply consulting services is generally as binding as a signed document, though harder to prove. The statute of frauds is the exception. For listed types of contract, it says the agreement is not enforceable unless there is a written memorandum signed by the party against whom enforcement is sought, or by someone authorised to sign for them.

The aim is evidential. The Restatement (Second) of Contracts, in section 131, says the memorandum can be any writing, formal or informal, that reasonably identifies the subject matter, shows that a contract was made and states the essential unperformed terms with reasonable certainty. A single signed letter, a series of notes or an email chain can do the job. It does not need to be a formal contract. Our guide on how to draft a legally binding contract covers what a well-drafted written agreement should contain.

A contract that fails the statute is usually described as unenforceable rather than void. The Restatement frames the rule as a bar on enforcement unless there is a written memorandum or an exception applies. The parties can still perform the deal voluntarily; what the disappointed party cannot do is sue to enforce the promise.

Where did the statute of frauds come from?

The English Parliament passed the original statute in 1677, during the reign of Charles II, to stop people winning lawsuits by producing witnesses who swore to contracts that had never been made. Section 4 listed promises that needed a signed writing, including executors’ promises to pay from their own funds, promises to answer for another person’s debt, agreements made in consideration of marriage, contracts for the sale of land and agreements not to be performed within a year. A separate section, section 17, required a writing for sales of goods priced at £10 or more.

Each US state now has its own statute of frauds built on the same headings. That is why the categories look alike from state to state, even though the wording, the details and the exceptions vary. England went the other way and repealed most of the 1677 Act in the twentieth century, as explained below.

Which contracts must be in writing in the US?

Section 110 of the Restatement (Second) of Contracts lists the classic classes, and the Uniform Commercial Code adds goods. The MY LEGS mnemonic covers the main contracts that must be in writing:

The one-year rule is narrower than it sounds. Section 130 of the Restatement applies it only to contracts that cannot possibly be completed within a year from when they are made. An open-ended employment contract, or one that ends on someone’s death, can in theory finish within a year, so it usually falls outside the rule. A fixed two-year contract does not.

The executor category matters in practice when families deal with a relative’s debts. An executor who tells a creditor “I’ll make sure you’re paid” has not, without a signed writing, made a personal promise the creditor can sue on. Our guide to what happens to debts after death explains what heirs and executors actually owe.

How does UCC 2-201 apply to sales of goods?

Under UCC section 2-201, a contract for the sale of goods for $500 or more is not enforceable unless there is a writing that is enough to show a contract was made and is signed by the party against whom enforcement is sought. The writing can leave out or misstate a term, but the contract cannot be enforced beyond the quantity shown in it.

Section 2-201 then sets out four exceptions:

• Merchant’s confirmation: between merchants, a written confirmation sent within a reasonable time binds the recipient unless they object in writing within 10 days of receiving it.
• Specially manufactured goods: if the goods are made for the buyer, are not suitable for sale to others and the seller has started making or procuring them, an oral contract can be enforced.
• Admission: if the party being sued admits in a pleading, testimony or otherwise in court that a contract was made, it is enforceable up to the quantity admitted.
• Part performance: the contract is enforceable for goods that have been paid for and accepted, or received and accepted.

What exceptions let courts enforce an oral contract?

Outside the UCC, courts have developed several routes around the statute so that it does not become a tool for the very fraud it was meant to prevent.

• Part performance of land contracts: under section 129 of the Restatement, a court may order specific performance of an oral land contract where the buyer reasonably relied on it, with the seller’s continuing assent, and changed position so much that only enforcement avoids injustice.
• Promissory estoppel: section 139 allows enforcement where the promisor should reasonably have expected the promise to induce reliance, it did, and injustice can be avoided only by enforcing it. Courts look at whether the reliance was substantial and whether it corroborates that the promise was made. See our full guide to promissory estoppel.
• Full performance: under the one-year rule, once one party has completely performed, the other side’s promise can be enforced.

These exceptions vary by state, and some courts apply them sparingly. If you are owed money under an oral deal, the practical steps are covered in our guide on how to sue someone.

Do emails and electronic signatures satisfy the statute of frauds?

In the US, generally yes. The federal E-SIGN Act of 2000, at 15 U.S.C. § 7001, says that for transactions in or affecting interstate or foreign commerce, a signature, contract or other record may not be denied legal effect solely because it is electronic. The Uniform Electronic Transactions Act (UETA) does the same at state level and has been adopted in 49 states, with New York relying on its own Electronic Signatures and Records Act instead.

There are carve-outs. Section 7003 excludes records governed by the law of wills, codicils and testamentary trusts, state family law matters such as adoption and divorce, and the UCC other than Articles 2 and 2A, along with court documents and certain consumer notices. A typed name at the foot of an email may count as a signature if it was meant to authenticate the message, but courts look at the facts. For tools that create a clear audit trail, see our guide to electronic signature software.

How does the statute of frauds work in England and Wales today?

England kept only a sliver of the 1677 Act. The surviving text of section 4 of the Statute of Frauds 1677 says no action may be brought on a “speciall promise to answere for the debt default or miscarriages of another person” unless the agreement, or a note of it, is in writing and signed by the party to be charged or someone lawfully authorised by them. The other parts of section 4 were repealed by the Law of Property Act 1925 and the Law Reform (Enforcement of Contracts) Act 1954. In short, guarantees must still be evidenced in writing.

The House of Lords confirmed how strict that rule is in Actionstrength Ltd v International Glass Engineering IN.GL.EN SpA [2003] UKHL 17. Actionstrength, a labour-only subcontractor on a factory project, said the employer, St-Gobain, had orally promised to make sure it was paid if the main contractor did not. The debt grew to about £1.3 million before Actionstrength withdrew its workers. The Lords held the oral guarantee unenforceable and refused to let estoppel get round section 4, because reliance on the promise is present in almost every such case and allowing it would in effect repeal the statute.

Land has its own, stricter regime. Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 says a contract for the sale or other disposition of an interest in land “can only be made in writing”, incorporating all the expressly agreed terms in one document (or in each, where contracts are exchanged), signed by or on behalf of each party. A non-compliant land contract is not merely unenforceable; it does not exist as a contract. Section 2 does not apply to short leases, contracts made at public auction or certain regulated investments, and it does not affect resulting, implied or constructive trusts, which is how many informal property disputes are argued instead.

English courts have adapted the guarantee rule to modern dealing. In Golden Ocean Group v Salgaocar Mining Industries [2012] EWCA Civ 265, the Court of Appeal held that a guarantee could be made through a chain of negotiating emails and that a name typed in an email could be a signature. The Law Commission’s September 2019 report on electronic execution confirmed that an electronic signature is capable of satisfying a statutory requirement for a signature.

Frequently asked questions

What does MY LEGS stand for?

MY LEGS is a memory aid for the US statute of frauds categories: marriage, contracts not performable within a year, land, executors’ personal promises, goods of $500 or more under UCC 2-201, and suretyship, meaning guarantees of someone else’s debt.

Is a verbal agreement legally binding?

Usually, yes. Most oral contracts are binding if the normal elements of offer, acceptance, consideration and intention are present. The statute of frauds only affects listed categories, and even then exceptions such as part performance or promissory estoppel may apply.

Does a text message or email count as a writing?

Often it does. Under the E-SIGN Act and UETA in the US, electronic records and signatures cannot be refused effect just because they are electronic. In England, Golden Ocean shows an email chain with a typed name can satisfy section 4. Wills and some family law documents are exceptions.

Does a personal guarantee have to be in writing?

Yes, in most cases. Guarantees fall within the suretyship category in US states and within the surviving part of section 4 of the 1677 Act in England and Wales. Actionstrength shows English courts will not use estoppel to enforce an oral guarantee.

Can an agent sign for someone under the statute of frauds?

Yes. Both the 1677 Act and UCC 2-201 accept a signature by an authorised agent, and the 1989 Act allows land contracts to be signed on behalf of each party. Our guide to powers of attorney explains how that authority is usually granted.

What happens if a contract violates the statute of frauds?

In the US it is generally unenforceable rather than void, so the parties can still perform it voluntarily, but a court will not enforce it unless an exception applies. In England a land contract that fails section 2 of the 1989 Act is not a contract at all.

This article is general information about contract formalities in the United States and in England and Wales and is not legal advice. Each US state has its own statute of frauds with different wording and exceptions, so take advice from a qualified lawyer on any specific agreement.