Master New York’s high court held that multiple writings—only one of which was signed—could be read together to satisfy the Statute of Frauds for a two-year employment contract. with this comprehensive case brief.
Crabtree v. Elizabeth Arden Sales Corp. is a cornerstone Statute of Frauds case that every contracts student encounters early on. It addresses whether several writings—some signed, some not—may be pieced together to satisfy the one-year provision of the Statute of Frauds. The Court of Appeals of New York adopted a pragmatic approach: if the writings, when read together, set forth the essential terms of the agreement and at least one is signed by the party to be charged (or its authorized agent), the statute is satisfied, even if the documents were created at different times and the connection between them is shown by parol evidence.
This case is significant because it strikes a balance between the evidentiary purpose of the Statute of Frauds and the realities of commercial documentation. Rather than insisting on a single formal contract, the court recognized that business records like payroll cards and internal memoranda can collectively memorialize a binding agreement. Crabtree thus informs how courts treat “multiple writings,” shapes the Restatement view, and remains a staple illustration of how parol evidence may connect documents but not supply missing essential terms.
305 N.Y. 48, 110 N.E.2d 551 (N.Y. 1953) (Court of Appeals of New York)
Plaintiff Crabtree was recruited by Elizabeth Arden Sales Corporation to leave his existing employment in 1947. He negotiated an oral agreement for a fixed two-year term with a salary schedule that increased over time: for the first six months a specified salary, for the next six months a higher salary, and for the second year a still higher salary. The understanding was memorialized in part by an internal, unsigned office memorandum (sometimes described as a “telephone order” or message) created by a company employee at the direction of management, which listed Crabtree’s name, the staged salary increases, and contained the notation “2 years to make good,” reflecting the agreement’s two-year duration and salary structure. When Crabtree started work, the company’s payroll department prepared a “payroll change” or employee card showing his name and initial salary, and later a second payroll card reflecting the first scheduled raise; these cards bore signatures or initials of corporate officials (including the comptroller) and noted that the arrangements were “per Miss Arden” or similarly attributed to company approval. When the second-year raise was due, defendant refused to implement the final increase, prompting Crabtree to sue for breach. The company invoked the Statute of Frauds (then N.Y. Personal Property Law § 31(1)), arguing the two-year employment agreement was unenforceable absent a single signed writing embodying all essential terms.
Can the Statute of Frauds’ one-year provision be satisfied by reading multiple writings together—at least one of which is signed by the party to be charged—where parol evidence connects the documents but does not supply essential terms?
Under the Statute of Frauds, a memorandum sufficient to evidence an agreement not to be performed within one year need not be contained in a single document. Several writings may be read together to satisfy the statute if (1) at least one writing is signed by the party to be charged (or its authorized agent), (2) the writings, when taken together, state the essential terms of the contract with reasonable certainty (e.g., parties, subject matter, key terms such as duration and price), and (3) there is adequate connection among the writings. Parol evidence is admissible to show the connection and the parties’ assent to the unsigned documents, but it cannot supply an essential term entirely absent from the writings.
Yes. The Statute of Frauds was satisfied by the combination of the signed payroll cards and the unsigned internal memorandum because, taken together, they identified the parties, the duration (two years), and the staged salary increases; parol evidence could be used to connect the documents but not to add terms. The court reversed the lower court’s determination that the statute barred enforcement and upheld the enforceability of the agreement.
The Court of Appeals emphasized that the Statute of Frauds is intended to prevent fraud by requiring reliable evidence of the agreement, not to provide a technical escape from bona fide obligations. It surveyed authority and adopted the majority American view: multiple writings may be aggregated to form the requisite memorandum. The court required that at least one writing be signed by the party to be charged (or its agent), that the writings collectively contain the essential terms, and that the connection among them be shown either on the face of the documents or by parol evidence. Applying these principles, the court found that the signed payroll cards—executed by the company’s authorized personnel—constituted signed writings attributable to the defendant. These cards identified Crabtree and recorded his salary at key intervals. The unsigned internal memorandum, prepared contemporaneously by the company’s employee at management’s direction, contained the critical phrase “2 years to make good” and set out the staged salary schedule. Although the internal memo was not signed, its subject matter, timing, and details aligned with the payroll cards and the employment arrangement, and parol evidence was properly admitted to link the documents and show they referred to the same transaction. Together, the writings adequately identified the parties (Crabtree and the company), the duration (two years), and the compensation schedule (initial salary, first raise, second-year rate). The court rejected the contention that parol evidence was used impermissibly to supply essential terms; it was used only to connect the documents, not to create terms absent from the writings. Thus, the Statute of Frauds was satisfied.
Crabtree is the leading New York case—widely influential nationally—on satisfying the Statute of Frauds with multiple writings. It teaches that courts may piece together internal business records (e.g., payroll cards) and unsigned memoranda if the assembled documents, at least one of which is signed, state the essential terms. The case also clarifies the limited role of parol evidence: admissible to connect writings, inadmissible to fill in essential terms. This approach aligns with modern doctrine reflected in the Restatement (Second) of Contracts § 132 and is frequently tested in law school and the bar exam to evaluate students’ grasp of the Statute of Frauds’ evidentiary function.
No. Crabtree expressly permits multiple writings to be read together. At least one writing must be signed by the party to be charged (or its authorized agent), and the combined writings must state the essential terms with reasonable certainty.
No. Parol evidence may connect the documents—showing they relate to the same transaction and were assented to by the party to be charged—but it cannot supply an essential term (such as duration or price) if that term is absent from the writings themselves.
A signature by the party to be charged or by an authorized agent suffices, and it may appear on routine business records like payroll cards. Initials or other indicia can suffice if intended to authenticate the writing.
The writings, taken together, identified the parties (Crabtree and the company), the duration (two years, as reflected by the phrase “2 years to make good”), and the compensation schedule (initial salary and staged raises).
No. The sufficient memorandum need not be contemporaneous with contract formation; documents created later can satisfy the Statute of Frauds if they are properly connected and contain the essential terms.
Because the employment agreement had a fixed two-year term and thus could not be fully performed within one year, it fell within the one-year provision of the Statute of Frauds and required a signed memorandum.
Crabtree v. Elizabeth Arden Sales Corp. stands for a flexible, evidentiary approach to the Statute of Frauds: courts may aggregate multiple documents—some signed, some not—to satisfy the statute, so long as the combined writings contain the essential terms and at least one is signed by the party to be charged. Parol evidence may link the documents but cannot create essential terms absent from the papers.
For students and practitioners alike, the case underscores that ordinary business records can carry significant legal weight. It cautions drafters to capture essential terms in writing and reminds litigators that even informal or later-created documents may rescue an otherwise oral agreement from the Statute of Frauds defense.