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Statute of Frauds — When Contracts Need to be in Writing

When do contracts need to be in writing? Under Missouri law, the answer lies in statutory section 432.010:

No action shall be brought to charge any executor or administrator, upon any special promise to answer for any debt or damages out of his own estate, or to charge any person upon any special promise to answer for the debt, default or miscarriage of another person, or to charge any person upon any agreement made in consideration of marriage, or upon any contract made for the sale of lands, tenements, hereditaments, or an interest in or concerning them, or any lease thereof, for a longer time than one year, or upon any agreement that is not to be performed within one year from the making thereof, unless the agreement upon which the action shall be brought, or some memorandum or note thereof, shall be in writing and signed by the party to be charged therewith, or some other person by him thereto lawfully authorized, and no contract for the sale of lands made by an agent shall be binding upon the principal, unless such agent is authorized in writing to make said contract.

Thus, Missouri state law requires that contracts pertaining to a (1) debt of a probate personal representative, (2) marriage, (3) sale/interest concerning land, (4) and agreements which cannot be performed within one year of the date o the agreement must be in writing. The statute further specifies that the signature of both parties is not required; instead, only the signature of the party sought to be charged is required.

Be cognizant of the fact that in certain situations when the Uniform Commercial Code (“UCC”) is applicable, additional types contracts may need to be in writing (e.g., sale of goods in excess of $500). As a general matter, the UCC ordinarily governs contracts and commercial transactions between merchants.

Although the statute of frauds requires that certain contracts be in writing, it is still the best practice to have all agreements in writing. For practical purposes, if there comes to be a problem regarding an oral agreement, proving its terms are often quite problematic, as parties’ to an oral contract often have very divergent understandings of their rights and responsibilities. The last thing you want in a breach of contract lawsuit is ambiguity relating to the contract.

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