Professional Bull Riders, Inc. v. AutoZone, Inc., 113 P.3d 757 (Colo. 2005).

Case Summary Facts: AutoZone (D) sponsored events for the Professional Bull Riders (P). Professional Bull Riders prepared a written agreement to secure AutoZones sponsorship. The agreement was for two years but provided D with the option to cancel within the first year. D never signed the agreement. D performed but notified P in January 2002 that it would not be sponsoring Ps events in 2002. This was well after the August 2001 drop dead date in the written agreement. P sued D for a breach of the oral sponsorship agreement. The district court granted summary judgment in favor of D on the grounds that the oral contract could not be performed within one year and was therefore unenforceable under the Colorado statute of frauds. Issue: Is an oral agreement void when: the agreement contemplates performance for a definite period of more than one year but allows the party an option to terminate the agreement by a certain date less than a year from the making of the agreement even when the party has not exercised the option to terminate the agreement? Holding and Rule: No. Courts tend to construe the one year provision of the statute of frauds very narrowly to void the fewest number of oral contracts. The one-year period runs from the time that the contract was made to the time for completion of performance. The provision is universally understood to apply only to agreements that, by their terms, are incapable of being performed within one-year. A promise of two or more performances, in the alternative, does not fall within the one-year provision if any one of the alternatives could be fully performed within one year. No contract is within the one year provision that may be fairly and reasonably interpreted such that it may be performed within one year. Where the terms of an agreement can fairly and reasonably be interpreted to define alternate obligations, one or more of which can be performed within one year, the agreement in question may be fairly and reasonably interpreted such that it may be performed within one year. In this case D had two alternative means for satisfying its obligations and one of them could be performed within one year; therefore the contract does not fall within the one year provision and is not void. Disposition: Reversed for P.

Sullivan v. Porter, 861 A.2d 625 (2004). Case Summary Facts: Porter (D) offered to sell his property to Sullivan and Andrews (Ps) for $350,000 with a $20,000 down payment and Sullivan accepted orally. Porter said that he would have his attorney prepare the paperwork. Sullivan took possession of the property in September 2000 and began improving the stable and trails. This continued until November 24, 2000 when Porter arrived at the farm with a real estate agent. Porter told Sullivan that another buyer was interested but told Sullivan that he would honor their agreement. The next day, Porter accepted a $3000 down payment from Sullivan. Sullivan and Andrews began renovations and improvements on the property, started their new business, placed advertisements in the local newspaper, and paid for an appraisal of the property. Porter regularly visited the property and received updates about the renovations but did not produce the paperwork necessary to complete the transaction. Porter then offered to sell the property for $450,000 with a $50,000 down payment. Sullivan filed a complaint for breach of contract, promissory estoppel, and specific performance and Porter asserted the statute of frauds. Porter appealed the courts judgment and award of specific performance in favor of Sullivan. Issue: What must a party show in order to invoke the doctrine of part performance? Holding and Rule: To invoke the doctrine of part performance a party must prove by clear and convincing evidence (1) that the parties did enter into a contract; (2) that the party seeking to enforce the contract partially performed the contract; and (3) that the performance was induced by the other partys misrepresentations, which may include acquiescence or silence. The court held that the agreement encompassed the essential material terms for a contract to sell the farm. They identified the property, determined a purchase price, a down payment, and the type of financing. Part performance is grounded in the principle of equitable estoppel or estoppel in pais. Such conduct involves misrepresentations, including misleading statements, conduct, or silence, that induce detrimental reliance. Doctrine of Part Performance: Once inducing or knowingly permitting another to perform in part an agreement, on the faith of its full performance by both parties and for which he could not well be compensated except by specific performance, the other shall not insist that the agreement is void. Porter remained silent, aware that Sullivan and Andrews were incurring expenses on improvements and other matters. Porter repeatedly represented that he was having his lawyer draw up the paperwork for the sale of the farm. This silent acquiescence was a misrepresentation that induced Sullivan and Andrews to partially perform their contractual obligations. The oral contract for the sale of land was removed from the statute of frauds based on the part performance doctrine.

Remedy Specific performance: Specific performance is within the equitable powers when a legal remedy is either inadequate or impractical. Such an order may be appropriate to enforce a contract for the sale of land because of the uniqueness of each parcel of real property and the inadequacy of money damages in a contract for the purchase of real estate. Sullivans substantial investment made Lakewood Farm so unique that there was no adequate remedy other than an order of specific performance. Disposition: Affirmed. Judgment for Sullivan and Andrews with the remedy of specific performance.

Crabtree v. Elizabeth Arden Sales Corp., 305 N.Y. 48, 110 N.E.2d 551 (N.Y. 1953). Facts: Crabtree (P) negotiated an employment contract for a sales manager position with Elizabeth Arden Sales Corporation (D). Crabtree accepted Ardens offer of a two-year contract based on an annual salary of $20,000 for the first six months, $25,000 for the second six months and $30,000 for the second year plus expenses. Ms. Ardens personal secretary prepared a memorandum on a telephone order blank. A pay-roll change card was prepared and initialed and forwarded to the payroll department. Crabtree received the first scheduled increase but Arden refused to approve the second. P filed a complaint for breach of contract. D denied the existence of any agreement to employ P for two years and further contended that, even if one had been made, the statute of frauds barred its enforcement. The trial court found in favor of P and awarded damages of $14,000. D appealed and the Appellate Division affirmed. Issue: Is the requirement of a writing under the Statute of Frauds satisfied by oral testimony that establishes the relationships between several documents, some signed and others unsigned? Holding and Rule: The writing requirement may be met by several documents both signed and unsigned and their relationships may be established by oral testimony. The court held that the writings combined contained all of the essential terms of the contract the parties to it, the position that P was to assume, and the salary that he was to receive except a term relating to the duration of Ps employment. The court held that it was of no consequence that the writings were not prepared or signed with the intention of evidencing the contract, or that they came into existence subsequent to its execution. The statute of frauds demands that they were signed with intent to authenticate the information contained therein, and that such information does evidence the terms of the contract. It is not a requirement under the Statute of Frauds that a contract be in a single document. It may be pieced together from separate writings which may be connected expressly or through evidence of subject matter and occasion. The court held that it would permit the signed and unsigned writings to be read together, provided that they clearly refer to the same subject matter or transaction. The Statute did not impose the requirement that the signed acknowledgment of the contract must appear from the writings alone, unaided by oral testimony. The parol evidence that was admitted at trial only connected the separate documents and showed that there was assent by the party to be charged to the contents of the one unsigned. It was apparent from the evidence that all three referred on their face to the same transaction. Evidence regarding the conduct of the parties at the time the contract was prepared persuasively demonstrated Ds assent to its terms. Disposition: Affirmed, with costs.

Notes: If by inspection it is apparent that both documents refer to the same transaction the unsigned one may be considered part of the memorandum if external evidence demonstrates that the parties assented to the unsigned document.

DF Activities Corp. v. Brown, 851 F.2d 920 (7th Cir. 1988). Facts: Brown (D) lived in a house designed by Frank Lloyd Wright known as the Willits House. A Wright enthusiast controlled DF Activities Corporation (P) and P sought to purchase the Willits Chair. Ps art director contends that the parties entered into a verbal agreement on November 26, 1986 to sell for $60,000 in two equal installments due on December 31 and March 26. A letter including the first installment was mailed but it was returned with a note indicating that the chair had been sold to another party. P sued for breach of contract and sought the difference between the agreed upon price and the price at which D sold the chair to the other party. P appealed the courts grant of Ds motion to dismiss under Rule 12(b)(6) on the grounds that the claim was barred by the statute of frauds. Issue: Whether a defense based on the statute of frauds must always be determined at trial. Holding and Rule: No. A plaintiff in a suit on a contract within the statute of frauds should not be allowed to resist a motion to dismiss that is backed by an affidavit that D denies the contract was made on the grounds that evidence supporting his claim may arise during discovery. There was no point to keep the lawsuit alive on the mere hope that D would make a judicial admission in a deposition, and some courts even allow Ds simple denial in a pleading to defeat a judicial admission. Dissent: (Flaum) I disagree with the holding that additional discovery is prohibited whenever a defendant raises a statute of frauds defense and submits a sworn denial that she formed an oral contract with P. Courts should have the authority to exercise discretion to determine permissible discovery and not be forced to rule either way in such situations. This is critical, as Ds affidavit does not contain a conclusive denial of contract formation. Disposition: Affirmed.