Plaintiff Stoner, a merchant, furnished supplies—such as hay, grain, and provisions—to a work crew engaged in improvements that benefited Defendant Zucker's operations. The goods were delivered to and consumed by a third party (the crew or its overseer), but Stoner did so only after Zucker personally requested the supplies and orally assured Stoner that he would be responsible for payment (using language to the effect of "charge it to me" and "I will pay"). Consistent with that understanding, Stoner maintained the account in Zucker's name and extended credit solely on Zucker's financial responsibility, not on the credit of the third party recipient. After substantial deliveries, Zucker refused to pay, asserting that any undertaking was merely a promise to answer for the debt of another and therefore unenforceable because it was not in writing under the Statute of Frauds. Stoner sued to recover the price of the goods. The trial court credited Stoner's version of events—finding that the promise was original and that Stoner relied exclusively on Zucker's credit—and entered judgment for Stoner. Zucker appealed, arguing that the oral promise was a collateral suretyship obligation barred by the Statute of Frauds.
Whether Zucker's oral promise to pay for supplies furnished to a third party was an original undertaking enforceable without a writing, or a collateral promise to answer for the debt of another within the Statute of Frauds and thus unenforceable absent a writing.
An oral promise to pay for goods or services delivered to a third person is not within the suretyship clause of the Statute of Frauds if, in substance, it is an original undertaking by which the promisor becomes primarily liable. This occurs where (1) the creditor extends credit exclusively to the promisor (e.g., keeps the account in the promisor's name and looks solely to the promisor for payment), or (2) the promisor's leading object or main purpose is to serve his own pecuniary or business interest, making the promise effectively his own obligation. Conversely, a promise is a collateral suretyship within the Statute where the third person remains primarily liable and the promisor undertakes only to pay if the third person defaults, in which case a writing is required.
The court held that the promise was an original undertaking by Zucker and therefore enforceable notwithstanding the absence of a writing; the Statute of Frauds did not bar Stoner's claim.
The court distinguished between a collateral promise—"I will see you paid if he does not"—and an original undertaking—"Give him the goods and charge them to me; I will pay." The operative inquiry is to whom the creditor extended credit and whether the promisor became the principal obligor. Here, multiple facts demonstrated an original obligation: Stoner opened and maintained the account in Zucker's name, billed Zucker, and testified he relied on Zucker's personal responsibility rather than the credit of the third-party recipient. The court emphasized that the mere fact that the goods were delivered to or used by someone other than the promisor does not render the promise collateral. Instead, objective manifestations—how the account was kept, who was invoiced, and the parties' course of dealings—control. Further, Zucker's request for supplies facilitated his own operations and conferred a direct and immediate benefit on him, bringing the case within the "leading object" or "main purpose" doctrine. Because Zucker's promise was aimed at advancing his own business interests and because Stoner looked solely to Zucker for payment, the promise was original. Therefore, the Statute of Frauds' suretyship provision did not apply, and the oral agreement was enforceable. The court accordingly affirmed the judgment for Stoner.
Stoner v. Zucker is central to understanding the Statute of Frauds' suretyship provision. It teaches students to (1) separate form from substance, (2) pinpoint the party to whom credit was extended, and (3) analyze the promisor's economic motive under the leading object doctrine. The case also shows how courts treat the original/collateral determination as a fact-intensive question guided by objective evidence like account books, invoices, and billing practices. For exam purposes, Stoner provides a structured approach to resolving disputes where an oral promise involves a third-party recipient of goods or services.
Stoner v. Zucker endures because it reduces a potentially technical Statute of Frauds problem to a concrete, evidence-driven inquiry. By focusing on where the creditor placed credit and whether the promisor acted to serve his own immediate interests, the court offered a durable analytical tool for distinguishing primary from secondary liability in oral promises involving third-party recipients.