UBE Statute of Frauds
Last updated: May 2, 2026
Statute of Frauds questions are one of the highest-leverage areas to study for the UBE. This guide breaks down the rule, the elements you need to recognize, the named traps that catch most students, and a memory aid that scales to test day. Read it once, then practice the same sub-topic adaptively in the app.
The rule
The Statute of Frauds requires certain categories of contracts to be evidenced by a writing signed by the party to be charged, or they are unenforceable. Under the common law, the covered categories are captured by MY LEGS: Marriage, contracts that cannot be performed within one Year, transfers of an interest in Land, promises by an Executor to pay estate debts personally, Guaranty (suretyship) promises, and (under UCC § 2-201) Sales of goods for $500 or more. The writing need only contain the essential terms and the signature of the party to be charged; for goods, quantity is the indispensable term. Even when the Statute applies, doctrines like part performance (land), full performance of the one-year provision, the merchant confirmation rule (UCC § 2-201(2)), specially manufactured goods, admissions in pleadings, and promissory estoppel can take the contract out of the Statute.
Elements breakdown
Marriage Provision
A promise made in consideration of marriage (other than mutual promises to marry) must be in writing.
- Promise induces or is consideration for marriage
- Promise is something other than mutual promise to wed
- Writing signed by party to be charged
Common examples:
- Prenuptial agreements
- Promise of property transfer if engagement occurs
One-Year Provision
A contract that by its terms cannot possibly be fully performed within one year of formation must be in writing.
- Contract formed on a definite date
- Performance impossible to complete within one year
- Measured from formation, not from start of performance
- Writing signed by party to be charged
Common examples:
- Two-year employment contract
- Promise to perform on a date 13 months out
- Lifetime contracts treated as capable of performance within a year (death possible)
Land Contract Provision
A contract for the sale of land or the transfer of any interest in land must be in writing.
- Subject matter is interest in real property
- Writing identifies parties, land, and price
- Signed by party to be charged
Common examples:
- Sale of fee simple
- Easements
- Mortgages
- Leases longer than one year
Executor-Administrator Provision
A promise by an executor or administrator to pay estate debts out of personal funds must be in writing.
- Promisor is fiduciary of decedent's estate
- Promise to pay estate debt personally
- Writing signed by the executor
Suretyship (Guaranty) Provision
A promise to answer for the debt or default of another must be in writing, unless the main-purpose exception applies.
- Collateral promise to creditor of third party
- Primary obligor remains liable
- Promisor's purpose is not primarily to benefit himself
- Writing signed by guarantor
Common examples:
- Co-signing a loan
- Main-purpose exception removes promise from Statute when guarantor's chief economic motive is personal benefit
UCC Sale of Goods § 2-201
A contract for the sale of goods of $500 or more must be in writing signed by the party to be charged, with quantity stated.
- Contract is for sale of goods (movable, tangible)
- Price is $500 or more
- Writing sufficient to indicate a contract was made
- Signed by the party against whom enforcement is sought
- Quantity term stated (only term that must appear)
Common examples:
- Purchase order for 500 widgets at any price ≥ $500
- Email signature blocks satisfy 'signed' requirement
Exceptions Removing Contract from Statute
Several doctrines render an otherwise-unenforceable oral contract enforceable.
- Part performance of land contract (typically: payment + possession + improvements)
- Full performance of one-year contract by one party
- Merchant confirmation rule: between merchants, signed confirmation binds recipient who fails to object within 10 days (§ 2-201(2))
- Specially manufactured goods not suitable for resale, where seller has substantially begun performance (§ 2-201(3)(a))
- Judicial admission of contract in pleadings or testimony (§ 2-201(3)(b))
- Goods accepted or paid for, to the extent of acceptance/payment (§ 2-201(3)(c))
- Promissory estoppel (Restatement (Second) Contracts § 139) where reliance is foreseeable and injustice can only be avoided by enforcement
Common patterns and traps
The Common-Law-vs-UCC Trigger
Statute-of-Frauds questions almost always begin by hiding which body of law governs. If the predominant purpose of the contract is the sale of movable, tangible goods, UCC § 2-201 applies and the trigger is $500. If it is services, real estate, or an intangible, common-law MY LEGS applies and the dollar threshold is irrelevant. Mixed contracts go to whichever predominates; a $300 oral sale of goods is enforceable, but a $300 two-year service contract is not.
An answer choice that cites the $500 threshold for a service contract, or that cites the one-year provision for a sale of 1,000 widgets to be delivered next week.
The Wrong-Signature Trap
The Statute requires a writing signed by 'the party to be charged' — the defendant. Examinees often pick a choice saying the contract is unenforceable because the plaintiff did not sign, or enforceable because the plaintiff did sign. Both reasonings flip the rule. Watch for fact patterns where only one party signed a memo and ask which side is now suing.
A distractor reading 'unenforceable, because the buyer never signed any document' when it is the seller being sued.
The One-Year Clock-Start Confusion
The one-year period runs from the date of contract formation, not from the date performance begins. A two-year contract signed today and starting tomorrow falls within the Statute; a one-year contract signed today and starting in two months also falls within it (14 months total). Lifetime contracts are NOT within the Statute because the promisor could die within a year.
A choice that says 'enforceable because performance can be completed within one year of when work begins.'
The Merchant Confirmation Silent-Recipient Trap
Under § 2-201(2), a signed confirmation between merchants binds the recipient who does not object in writing within 10 days, even though the recipient never signed. Test-takers forget the recipient is bound and look for a signed writing from the recipient. Both parties must be merchants for this exception to apply.
A choice that says 'the buyer is not bound because she never signed the confirmation' in a transaction between two merchant businesses where the buyer received and ignored a signed confirmation.
The Part-Performance-of-Land Pattern
Oral land contracts can be enforced in equity if the buyer has done acts unequivocally referable to the contract — typically two of: payment, possession, and substantial improvements. Mere payment alone is usually insufficient because it is consistent with a loan or other arrangement. Watch for fact patterns trying to enforce on payment alone.
A choice enforcing an oral land sale where the buyer has only made a down payment and nothing else.
How it works
Start every Statute of Frauds question by asking: does this contract fall within one of the MY LEGS categories? If not, the Statute is irrelevant and the oral contract is enforceable. If yes, ask whether there is a sufficient writing — meaning a memorandum (not necessarily a formal contract) containing the essential terms and signed by the party being sued. For goods, the only term that must appear is quantity; price, time, and place can be supplied by gap-fillers. Then check the exceptions: a UCC merchant confirmation that goes unobjected-to for 10 days satisfies the writing requirement against the recipient; full performance by one party takes a one-year contract out; part performance (payment plus possession plus improvements) takes a land contract out. Finally, identify who is the party to be charged — the Statute only requires the defendant's signature, not both parties'. A buyer suing a seller needs the seller's signature; the buyer's own signature is irrelevant.
Worked examples
Is the contract enforceable against Reyes?
- A No, because the writing was not signed by Reyes, the party to be charged.
- B No, because oral contracts for the sale of goods of $500 or more are unenforceable under UCC § 2-201.
- C Yes, because Patel's signed confirmation between merchants binds Reyes when Reyes failed to object within 10 days. ✓ Correct
- D Yes, because Reyes's oral promise itself satisfies the Statute of Frauds when made between merchants.
Why C is correct: This is a textbook merchant confirmation case under UCC § 2-201(2). When both parties are merchants and one sends a signed written confirmation sufficient against the sender, the recipient is bound unless it gives written notice of objection within 10 days of receipt. Reyes received the confirmation on March 4 and stayed silent past March 14, so the writing requirement is satisfied against Reyes even though Reyes never signed.
Why each wrong choice fails:
- A: This states the general default rule but ignores § 2-201(2)'s merchant confirmation exception, which dispenses with the recipient's signature when both parties are merchants and the recipient fails to object within 10 days. (The Merchant Confirmation Silent-Recipient Trap)
- B: True as a starting point — the contract is for $9,600 in goods — but it ignores the exceptions in § 2-201(2)-(3) that can satisfy or excuse the writing requirement. (The Wrong-Signature Trap)
- D: Oral promises do not satisfy the Statute of Frauds. The merchant rule requires a signed written confirmation; the oral status of the underlying promise is not what saves the contract.
Will Liu prevail?
- A No, because contracts for services exceeding $500 must be in writing under UCC § 2-201.
- B No, because the contract could not be performed within one year and was not in writing.
- C Yes, because the contract was capable of being performed within one year of its making and is therefore outside the Statute of Frauds. ✓ Correct
- D Yes, because Anders's acceptance and use of the deliverables takes the contract out of the Statute of Frauds under the part-performance doctrine for services.
Why C is correct: The one-year provision applies only to contracts that by their terms cannot possibly be performed within one year of formation. Here the contract was formed January 15 and called for performance by December 1 of the same year — well within twelve months. Because the contract is not within MY LEGS at all (services, capable of one-year performance, no land or other category), no writing is required and the oral agreement is fully enforceable.
Why each wrong choice fails:
- A: UCC § 2-201's $500 threshold applies only to sales of goods, not services. A graphic-design contract is a services contract governed by common law, where there is no general dollar trigger. (The Common-Law-vs-UCC Trigger)
- B: Misapplies the one-year provision. The clock starts at formation (January 15), and performance was due roughly ten and a half months later, so the contract is capable of — and in fact was — performed within one year. (The One-Year Clock-Start Confusion)
- D: Reaches the right outcome with the wrong reason. The contract is enforceable because it is outside the Statute, not because of part performance — and there is no general 'part performance' exception for services contracts at common law in the way there is for land.
What is the most likely outcome?
- A Brennan loses, because contracts for the sale of land must be in writing and no writing exists.
- B Brennan loses, because the down payment alone is insufficient to take the contract out of the Statute of Frauds.
- C Brennan wins, because his payment, possession, and substantial improvements together satisfy the part-performance doctrine. ✓ Correct
- D Brennan wins, because Okafor's oral promise is enforceable under the doctrine of promissory estoppel without any further showing.
Why C is correct: The part-performance doctrine permits equitable enforcement of an oral land contract where the buyer's acts are unequivocally referable to a contract of sale. Courts look for a combination of payment, possession, and substantial improvements; satisfying two — and here all three — is generally sufficient. Brennan's $25,000 payment, occupancy with permission, and $18,000 in improvements collectively take the contract out of the Statute, and specific performance is the typical remedy for unique real property.
Why each wrong choice fails:
- A: States the default rule but ignores the part-performance exception, which is the entire point of this fact pattern. Land-sale questions almost always test an exception, not the default rule.
- B: Correctly recites that payment alone is usually insufficient, but the facts include possession plus substantial improvements, which together with payment satisfy the doctrine. (The Part-Performance-of-Land Pattern)
- D: Promissory estoppel under Restatement § 139 requires a showing that injustice can only be avoided by enforcement, including foreseeable detrimental reliance — not a freestanding pass on the writing requirement. Part performance, not estoppel, is the cleaner ground here.
Memory aid
MY LEGS: Marriage, Year, Land, Executor, Guaranty, Sale of goods ≥ $500. For UCC writings remember 'QUANTITY is king' — it's the only term that must appear, but the contract is enforceable only up to the quantity stated.
Key distinction
The signature of the party to be charged — the defendant — is what matters, not the plaintiff's signature. A plaintiff suing on an oral contract can enforce it against a defendant who signed a memo even if the plaintiff signed nothing; conversely, the plaintiff's own signed writing does the plaintiff no good if the defendant never signed anything.
Summary
If the contract falls within MY LEGS, you need a writing signed by the defendant containing essential terms (quantity, for goods) — unless an exception like part performance, merchant confirmation, or full performance removes it from the Statute.
Practice statute of frauds adaptively
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Start your free 7-day trialFrequently asked questions
What is statute of frauds on the UBE?
The Statute of Frauds requires certain categories of contracts to be evidenced by a writing signed by the party to be charged, or they are unenforceable. Under the common law, the covered categories are captured by MY LEGS: Marriage, contracts that cannot be performed within one Year, transfers of an interest in Land, promises by an Executor to pay estate debts personally, Guaranty (suretyship) promises, and (under UCC § 2-201) Sales of goods for $500 or more. The writing need only contain the essential terms and the signature of the party to be charged; for goods, quantity is the indispensable term. Even when the Statute applies, doctrines like part performance (land), full performance of the one-year provision, the merchant confirmation rule (UCC § 2-201(2)), specially manufactured goods, admissions in pleadings, and promissory estoppel can take the contract out of the Statute.
How do I practice statute of frauds questions?
The fastest way to improve on statute of frauds is targeted, adaptive practice — working questions that focus on your specific weak spots within this sub-topic, getting immediate feedback, and revisiting items you missed on a spaced-repetition schedule. Neureto's adaptive engine does this automatically across the UBE; start a free 7-day trial to see your sub-topic mastery climb in real time.
What's the most important distinction to remember for statute of frauds?
The signature of the party to be charged — the defendant — is what matters, not the plaintiff's signature. A plaintiff suing on an oral contract can enforce it against a defendant who signed a memo even if the plaintiff signed nothing; conversely, the plaintiff's own signed writing does the plaintiff no good if the defendant never signed anything.
Is there a memory aid for statute of frauds questions?
MY LEGS: Marriage, Year, Land, Executor, Guaranty, Sale of goods ≥ $500. For UCC writings remember 'QUANTITY is king' — it's the only term that must appear, but the contract is enforceable only up to the quantity stated.
What's a common trap on statute of frauds questions?
Treating the writing as needing both parties' signatures
What's a common trap on statute of frauds questions?
Forgetting the one-year clock runs from formation, not from start of performance
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