Crabtree v. Elizabeth Arden Sales Corp.
305 N.Y. 48 · New York Court of Appeals · 1953
Facts
Nate Crabtree negotiated a two-year employment contract as sales manager with Elizabeth Arden Sales Corp. An initial unsigned memorandum detailed the salary and duration, followed by two signed payroll cards that specified salary but omitted the two-year term. When the corporation failed to honor the full salary increase, Crabtree sued for breach of contract, and the defendant argued the agreement was unenforceable under the Statute of Frauds.
Procedural history
The trial court found against the defendant, awarding the plaintiff damages. The Appellate Division affirmed this decision, with two justices dissenting. The case then came before this court (Court of Appeals) for review.
Issue
Can multiple documents, some signed and some unsigned, be pieced together to satisfy the Statute of Frauds, even if the signed documents do not explicitly refer to the unsigned ones, and can parol evidence be used to connect them and explain ambiguous terms?
Holding
Yes, the court affirmed the lower court's decision, holding that the multiple documents, connected by parol evidence, satisfied the Statute of Frauds, and the phrase "2 years to make good" sufficiently designated a two-year employment term.
Rule
The Statute of Frauds can be satisfied by piecing together separate writings, some signed and some unsigned, provided they clearly refer to the same subject matter or transaction. Parol evidence is admissible to connect the documents, show assent to the unsigned one, and explain ambiguous terms, as long as all essential terms are present in the writings.
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