Sales and Leases | 64
a. Signature Requirement for the Statute of Frauds To suffice under the statute of frauds, a writing must be signed by the party against whom enforcement is sought (sometimes called the party to be charged) or that party’s authorized agent or broker. For this purpose, a signature includes any authentication that identifies the party to be charged. An authentication, in turn, can include any symbol or mark executed with present intent to accept or adopt the writing. Examples include classic handwritten signatures, as well as typewritten names, preprinted names ( e.g. , the seller’s name printed on an invoice), initials, marks, stamps, names in email headings, and other identifying and authenticating marks. Finally, the signature’s location is generally irrelevant. [U.C.C. § 2-201(1) (1951); 2 Anderson U.C.C. §§ 2-201:123, 2-201:124, 2-201:28 (3d. ed.), Westlaw (database updated Dec. 2020).] b. Separate, Integrated Writings as Satisfying the Statute of Frauds A writing, for statute-of-frauds purposes, may consist of several distinct writings that may not satisfy the statute of frauds on their own, but when taken together, they do satisfy the statute of frauds. Oftentimes, the writings will be integrated and related to each other, as by incorporation by reference or physical attachment. Assuming the proper integration and relationship, only one of the writings need be signed. For these rules to apply, it must appear that the writings were intended to relate to the underlying transaction and to express or evidence the parties’ agreement. [2 Anderson U.C.C. §§ 2-201:113-2-201:115 (3d. ed.), Westlaw (database updated Dec. 2020).] Example : A builder and manufacturer, through their agents, orally agreed that the manufacturer would supply cranes and monorails for use in the builder’s upcoming project. To that end, the parties exchanged five signed letters discussing various aspects of the transaction. No one letter, standing alone, contained all the information necessary to satisfy the statute of frauds in UCC Article 2. Taken together, though, the letters were an integrated writing sufficient to satisfy the statute of frauds. Together, the letters stated the quantity of items (14 cranes and one monorail), stated the price (well above $500), were signed by representatives of both parties, and contained enough information to provide a reasonable basis to conclude that the parties indeed formed a contract. [ See Neb. Builders Prods. Co. v. Indus. Erectors, Inc. , 478 N.W.2d 257 (Neb. 1992).]
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