This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
If the memorandum shows all the terms of the transaction, it is clearly sufficient if the contract is one which is definite enough to be enforced if it were not for the statute of frauds, since this statute is not intended either to add to or to take from the preexisting elements of a valid contract.1 Thus, if the price is agreed upon with sufficient certainty by reference to some mode of ascertaining it in the future, the memorandum need not show anything further.2 Hence if the parties agree that the lessor may sell the premises on giving sixty days' notice to lessee, and on giving the lessee the privilege of buying the premises if he will pay as much as any other person, a memorandum to that effect shows the price with sufficient certainty.3 So a memorandum showing a contract to pay what the vendor paid for the property,4 or what he spent on it,5 or to settle the price by arbitration,6 is sufficient. So if the parties do not agree upon any price, so that the vender is entitled to recover a reasonable price, the memorandum need show nothing more than the terms of their agreement.7 So if the contract is sufficiently definite, a memorandum is sufficient if it shows the terms of such contract but is silent as to terms not agreed upon by the parties.8 Thus a memorandum omitting terms of performance, such as place and time of payment, which have not been agreed upon by the parties, is sufficient if the contract is valid.9 So, while the terms of the contract must appear in the memorandum, if certain terms are left to the discretion of one party and so appear on the memorandum, the memorandum is sufficient if the oral contract is so definite that it would be enforced but for the statute. Thus a memorandum showing that the remainder of the purchase price of certain realty sold is to run to suit the purchaser's convenience,10 or one showing that a contract of employment for a year is to begin at some time in the future to be fixed by one party within a limit of two weeks agreed upon by both,11 or that a lease is to run for five years from the completion of the building,12 or one showing that certain kinds of personalty are to be sold and delivered as long as the purchaser continues to take them,13 have each been held sufficient. So a contract for the sale of realty not specifying the kind of deed that shall be executed,14 or a contract for a lease providing that it should be "in the usual form in use" in the city where the leased realty was located,15 are each sufficient. A memorandum of a sale of realty which fixes the place of payment at a certain city has been held sufficiently definite, and oral evidence has been received to show at what place in such city payment should be made.16 So the omission of terms which may be supplied from the rest of the memorandum does not make it invalid.17 Thus leaving blank the amount specified does not avoid such memorandum if it furnishes the means of ascertaining such amount, as the amount remaining due from the property-owner to the contractor.18
Wis. 384; 35 Am. Rep. 782; 5 N. W. 794; Taylor v. Pratt, 3 Wis. 674.
22 Siemers v. Siemers, 65 Minn. 104; 60 Am. St. Rep. 430; 67 N. W. 802.
23Cooley v. Lobdell. 153 N. Y. 596; 47 N. E. 783.
1 In re Robinson's Estate. 142 Cal. 152; 75 Pac. 777.
2Marske v. Willard, 169 111. 276; 48 N. E. 290; affirming, 68 111. App. 83; Norton v. Gale, 95 111. 533; 35
Am. Rep. 173; Brown v. Bellows, 4 Pick. (Mass.) 179.
3Marske v. Willard, 169 111. 276; 48 N. E. 290; affirming, 68 111. App. 83.
4 Atwood v. Cobb, 16 Pick. (Mass.) 227.
5 Vindquest v. Perky, 16 Neb. 284; 20 N. W. 301.
6 Camp v. Moreman, 84 Ky. 635; 2 S. W. 179.
7Valpy v. Gibson, 4 C. B 837; Ashcroft v. Morrin, 4 Man. & Gr. 450.
8 Kaufman v. Mfg. Co., 78 la. 679; 16 Am. St. Rep. 462; 43 N. W. 612; Miller v. Ry., 58 Kan. 189; 48 Pac. 853; Smith v. Shell. 82 Mo. 215; 52 Am. Rep. 365: Langart v. Ross. 1 Wash. 250; 24 Pac. 443.
9 Wilson v. Samuels, 100 Cal. 514; 35 Pac. 148: Miller v. R. R.. 58 Kan. 189; 48 Pac. 853; Smith v. Shell. 82 Mo. 215; 52 Am. Rep. 365: Sayre v. Mohney. 35 Or. 141; 56 Pac. 526; Langart v. Ross, 1 Wash. 250: 24 Pac. 443.
10 Langart v. Ross. 1 Wash. 250: 24 Pac. 443. (Such remainder of the purchase price being the amount of a mortgage on the premises which the purchaser was to pay when due.)
11 Troy Fertilizing Co. v. Logan, 96 Ala. 619; 12 So. 712.
12 Hammond v. Barton, 93 Wis. 183; 67 N. W. 412. So Colclough v. Carpeles, 89 Wis. 239; 61 N. W. 836.
13 Kaufman v. Mfg. Co., 78 la. 679; 16 Am. St. Rep. 462; 43 N. W. 612. (In this case the contract gave the purchaser the exclusive right to sell a given brand of cigar in certain territory as long as he continued to order it.).
14Miller v. R. R.. 58 Kan. 189; 48 Pac. 853.