Statute of Frauds
The doctrine that certain categories of contracts are unenforceable unless evidenced by a writing signed by the party to be charged. Texas codifies the statute of frauds for general contracts at Tex. Bus. & Com. Code Ch. 26 and for sales of goods at § 2.201.
The statute of frauds is the doctrine that certain categories of contracts are unenforceable unless evidenced by a writing signed by the party to be charged. Texas codifies the statute of frauds for general contracts at Tex. Bus. & Com. Code Chapter 26 and for sales of goods at § 2.201.
Categories requiring a writing (§ 26.01)
(1) Promises to answer for the debt of another (suretyship, guaranty); (2) agreements made in consideration of marriage; (3) contracts for the sale of real estate; (4) leases of real estate for more than one year; (5) agreements not to be performed within one year from making; (6) commissions for sales of real estate or oil and gas; (7) agreements to lend money in excess of $50,000 (§ 26.02 for loan agreements); (8) physician contracts to cure or warrant medical results.
Sale of goods (§ 2.201)
Contracts for the sale of goods for $500 or more must be evidenced by a writing, with several exceptions (specially manufactured goods, admission in litigation, partial performance, merchant confirmation rule). See Sale of Goods.
Required writing
The writing need not be a single document, formal contract, or include all material terms. It must (1) indicate that a contract was made; (2) be signed by the party to be charged; and (3) identify the subject matter with reasonable certainty. An exchange of emails, text messages, or other electronic communications can satisfy the requirement under the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ch. 322).
Main purpose doctrine
A common-law exception to the suretyship/guaranty writing requirement: where the guarantor's primary purpose in promising to pay another's debt is to advance the guarantor's own economic interest, the oral promise may be enforceable.
Statute-of-frauds defenses are frequently raised but rarely dispositive at the motion-to-dismiss stage; most disputes turn on whether the writing is sufficient and the party-to-be-charged signed. Modern electronic communication has made the "writing" element easier to satisfy than in earlier eras. The doctrine remains a meaningful trap for oral side agreements modifying written contracts.
Companion article: Contract Disputes in Texas
Practice guide: Breach of Contract in Texas