Crabtree v. Elizabeth Arden Sales Corp. – Case Brief
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 Arden’s 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. Arden’s 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 P’s 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 D’s 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.