Restatement (Second) of Contracts · Section § 131
This section outlines the requirements for the formation of a contract in terms of what constitutes a legally sufficient memorandum.
Source: Restatement Restatement (Second) of Contracts § § 131
A contract for the sale of goods or any other contract that is required by law to be in writing can be enforced as long as there is a writing sufficient to indicate that a contract has been made, even if the writing does not contain all the details of the agreement.
A contract can still be enforceable if there is a written record that shows a contract exists, even if it lacks all of the specific terms. This allows parties to enforce agreements they have made, even without a formal document detailing every aspect.
The memorandum must indicate an agreement and be signed by the party to be charged.
A contract can be valid even if it does not express all terms, as long as essential elements are present.
Illustration 1
If A and B agree orally to sell a car and A later sends B an email confirming the deal, this email may serve as a sufficient memorandum to enforce the contract.
Illustration 2
If C and D discuss the sale of a piece of art and later D sends a text stating, 'I'm okay with our price for the painting,' this text could be sufficient under § 131.
This case illustrates that a writing, even if incomplete, can provide sufficient evidence of a contractual agreement under § 131.
In this case, the court recognized a textual communication as fulfilling the requirements of § 131 to create a binding obligation.
This section is vital in contract law because it affirms that enforceability does not require a formal contract, thereby promoting fair dealings and reducing the risk of disputes. Understanding this section can help practitioners effectively use correspondence in forming enforceable agreements.