Crabtree v. Elizabeth Arden Sales Corp.

New York Court of Appeals · 1953 · Contracts

Contractsstatute of fraudsmultiple writingsemployment contractsignatureStatute of Fraudsmultiple writingsmemorandum

Facts

Crabtree negotiated with Elizabeth Arden Sales Corporation for employment as sales manager and insisted on a definite term because he was leaving secure employment. An unsigned office memorandum made by Miss Arden's secretary during the meeting listed the salary progression and included the notation "2 years to make good." After Crabtree began work, defendant created a payroll change card initialed by its general manager setting out the salary schedule, and later a second payroll change card signed by its comptroller stating a salary increase to $30,000 per year "per contractual arrangements with Miss Arden." Defendant paid the first scheduled raise after six months but refused the second raise after one year, denied any two-year contract, and invoked the statute of frauds.

Issue

Whether the statute of frauds was satisfied for an employment contract not performable within one year when the essential terms appeared across two signed payroll cards and an earlier unsigned office memorandum. More specifically, the question was whether the unsigned memorandum could be read together with the signed writings to supply the duration term and whether the notation "2 years to make good" sufficiently stated a two-year employment term.

Rule

A memorandum satisfying the statute of frauds need not be contained in a single document. Signed and unsigned writings may be pieced together if they clearly refer to the same subject matter or transaction; parol evidence may be used to connect the papers and to show the party to be charged assented to the contents of the unsigned writing, but not to supply the contract's essential terms, which must appear in the writings themselves.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

In Chicago, Nora Patel orally accepted a 20-month position as operations director for Lakefront Specialty Foods. A payroll authorization signed by the company's finance chief lists Nora, the position, and a stepped salary schedule, while an unsigned note prepared during negotiations by the company president's assistant states, "18 months guaranteed," and matches the same salary figures.

If Lakefront refuses to honor the final scheduled raise and invokes the Statute of Frauds, which is the strongest argument that the statute is satisfied?

Explanation. The majority adopted the rule that signed and unsigned writings may be pieced together to satisfy the Statute of Frauds if they clearly refer to the same subject matter or transaction. Parol evidence may be used to connect the documents and show assent to the unsigned writing, but not to add essential terms. A writing need not have been created for the purpose of evidencing the contract. (Derived from Crabtree v. Elizabeth Arden Sales Corp. (1953).)