The Statute of Frauds in California: Which Contracts Must Be in Writing

Last updated: November 2026

The statute of frauds in California is Civil Code section 1624. It makes certain contracts invalid unless they, or a note or memorandum of them, are in writing and signed by the party to be charged. The main categories are agreements that cannot be performed within a year, guarantees of another's debt, real property sales and leases over a year, real estate broker commissions, and business loans over $100,000. Kolmogorov Law, P.C. litigates statute of frauds questions for businesses in Orange County, Los Angeles, and across California.

Call (909) 235-6116 or contact us online if an agreement your business relies on was never signed, or if you are being sued on one.

What the California statute of frauds says

Section 1624 lists seven categories. The contract, or some note or memorandum of it, must be in writing and subscribed by the party to be charged or that party's agent. (Civ. Code, § 1624, subd. (a).) The categories that matter most in business disputes are these.

An agreement that by its terms is not to be performed within a year from its making. (Civ. Code, § 1624, subd. (a)(1).)

A special promise to answer for the debt, default, or miscarriage of another, with exceptions set out in section 2794. (Civ. Code, § 1624, subd. (a)(2).) This is the personal guarantee.

An agreement to lease for longer than one year, or to sell real property or an interest in it. If an agent signs, the agent's authority must also be in writing. (Civ. Code, § 1624, subd. (a)(3).)

An agreement employing a broker or other person, for a commission, to buy or sell real estate or to lease it for more than a year. (Civ. Code, § 1624, subd. (a)(4).)

A commitment by a person in the business of lending to loan money or extend credit in an amount greater than $100,000, where the loan is not primarily for personal, family, or household purposes. (Civ. Code, § 1624, subd. (a)(7).)

Contracts for the sale of goods have a separate rule in the Commercial Code. A sale of goods priced at $500 or more is not enforceable unless there is a record sufficient to show a contract was made, signed by the party against whom enforcement is sought. (Com. Code, § 2201, subd. (1).)

What the writing must contain

The statute asks for a "note or memorandum," not a formal contract. A letter, an invoice, a signed proposal, or a chain of emails can be enough if it identifies the parties, the subject matter, and the essential terms, and if the party being sued signed it.

Signing has a broad meaning. Electronic records and electronic signatures satisfy a law that requires a writing or a signature. (Civ. Code, § 1633.7, subds. (c), (d).) A typed name at the bottom of an email has been treated as a signature in many cases.

Real property is different. A text message or other ephemeral electronic message is not sufficient to form a contract to convey real property, absent a conforming written confirmation. (Civ. Code, § 1624, subd. (d).) Our page on breach of a real estate contract covers the rest of that subject.

Between merchants, a written confirmation of a goods contract binds the recipient unless it objects in writing within ten days. (Com. Code, § 2201, subd. (2).)

How the statute comes up for business owners

Three patterns account for most of the statute of frauds disputes I see.

A company negotiates a three-year supply arrangement by phone and email, starts performing, and a year later the supplier walks away. The supplier answers the lawsuit by saying a three-year deal cannot be performed within a year and nothing was signed. Whether the emails add up to a signed memorandum decides the case.

An owner personally promises a vendor that the company's invoices will be paid "no matter what." The company fails, the vendor sues the owner on the oral guarantee, and the owner invokes the statute.

A broker introduces a buyer for a commercial building on an oral promise of a commission, the deal closes, and the seller refuses to pay. Commission agreements must be in writing, and courts have been reluctant to let licensed brokers around the statute. Our page on real estate commission disputes goes into that.

The exceptions that save oral agreements

The statute is not the end of the analysis. Several doctrines allow enforcement of an agreement that should have been written.

Estoppel is the broadest. A party may be estopped from asserting the statute where refusing to enforce the oral contract would cause unconscionable injury to a party who seriously changed position in reliance on it. The same is true where refusal would unjustly enrich the party who received the other's performance. (Monarco v. Lo Greco (1950) 35 Cal.2d 621, 623-624.) Either ground is enough.

Full performance by one side usually takes the contract out of the statute, and part performance can do the same in real property cases where the buyer took possession or made improvements.

For goods, the Commercial Code lists its own exceptions: specially manufactured goods the seller has begun producing, an admission in court that a contract was made, and goods that have been paid for or received and accepted. (Com. Code, § 2201, subd. (3).)

Fraud is another route. Where a party's fraud prevented the contract from being put in writing, and the other party acted on the belief that it was, the contract may be enforced against the fraudulent party. (Civ. Code, § 1623.)

One more point. An oral modification of a written contract must itself satisfy the statute of frauds if the contract as modified falls within it. (Civ. Code, § 1698.) Whether earlier oral promises can vary a signed contract at all is a different question, governed by the parol evidence rule.

What we do, and where the cases are heard

When a client has an unsigned deal, we look first for any writing that could satisfy the statute, then for performance and reliance that could support estoppel. When a client is sued on an oral promise within the statute, we raise it early and test whether the exceptions really apply.

These cases are heard in the Superior Court: the Central Justice Center in Santa Ana for Orange County, the Stanley Mosk Courthouse for Los Angeles, and the Central District of California where the parties are from different states.

What to bring to the first meeting

Bring every document that mentions the agreement, however informal: emails, texts, proposals, invoices, and any draft that was circulated but never signed. Bring proof of what each side did in reliance on the deal. If you are the one invoking the statute, bring the same things, because the other side will.

Frequently asked questions

What contracts must be in writing in California?

Under Civil Code section 1624: agreements that cannot be performed within a year, promises to pay another's debt, sales of real property and leases over one year, and real estate broker commission agreements. The list also includes agreements not to be performed in the promisor's lifetime and business loan commitments over $100,000. Sales of goods at $500 or more fall under Commercial Code section 2201.

Is an email a writing under the statute of frauds?

Often, yes. An electronic record satisfies a law that requires a writing, and an electronic signature satisfies a signature requirement. (Civ. Code, § 1633.7.) The email must still contain the essential terms and come from the party being sued. Text messages are treated with more suspicion, and they cannot form a contract to convey real property. (Civ. Code, § 1624, subd. (d).)

Does the one-year rule apply to a contract with no end date?

Usually not. The rule reaches only agreements that by their terms cannot be performed within a year. An agreement of indefinite duration that could be completed, or ended, within a year is outside the statute even if it actually runs longer.

Can an oral contract be enforced despite the statute of frauds?

Sometimes. A party who seriously changed position in reliance, or who conferred a benefit the other side kept, may invoke estoppel. Full performance by one side, part performance in real property cases, and the goods exceptions in the Commercial Code also allow enforcement. Each is fact-specific and requires evidence of what was done.

Talk to a California breach of contract attorney

If a dispute turns on whether an agreement had to be in writing, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

This page provides general information about California law and is not legal advice. Outcomes depend on the writing, the facts, and the court.