## Facts

- Nate L. Crabtree negotiated with Elizabeth Arden Sales Corporation for employment as a sales manager and alleged an oral agreement for a two-year term.
- The alleged compensation schedule was $20,000 for the first six months, $25,000 for the next six months, $30,000 for the second year, plus $5,000 per year in expenses.
- At Elizabeth Arden’s direction, a secretary prepared an internal memorandum identifying Crabtree, his position, salary terms, and a notation stating “2 years to make good”; the memorandum was unsigned.
- After Crabtree began work, corporate officials prepared payroll change cards reflecting the salary progression; one was initialed by the executive vice-president/general manager, and a later card was signed by the comptroller.
- The company implemented the first scheduled raise (from $20,000 to $25,000) but refused to approve the increase to $30,000 at the one-year point.
- Crabtree resigned and sued for breach of a two-year employment contract; the employer denied a binding two-year agreement and raised the Statute of Frauds defense.

## Issues

1. Whether separate writings, some unsigned and some signed, could be read together to form the written memorandum required to enforce an employment agreement not performable within one year.
2. Whether parol evidence may be used to connect the writings and show they relate to the same transaction without supplying missing essential terms.
3. Whether signatures or initials by corporate officials on payroll records suffice as a “signature” by the party to be charged for Statute of Frauds purposes.

## Decision

- The New York Court of Appeals affirmed judgment for Crabtree.
- The court held that multiple documents may be combined to satisfy the Statute of Frauds if they clearly relate to the same transaction and at least one is signed by the party to be charged.
- The unsigned office memorandum and the signed/initialed payroll change cards, considered together and connected by permissible parol evidence, provided a sufficient memorandum of a two-year employment agreement.

## Legal Principles

- The Statute of Frauds may be satisfied by several writings “pieced together” when their connection appears from express reference or internal evidence of subject matter and occasion.
- The combined writings must contain the contract’s essential terms; at least one writing must be signed by the party to be charged (or a writing adopted as its own).
- Parol evidence may be used to connect separate writings and to show assent to an unsigned writing, but not to supply a required signature or essential contract terms absent from the writings.
- A “signature” for Statute of Frauds purposes includes any mark or authentication adopted with present intent to authenticate the writing; the signed document need not itself contain every essential term if the set of connected writings does.

## Conclusion

Because the writings, taken together, identified the parties, position, compensation structure, and two-year term, and because at least one related writing was authenticated by corporate officials, the Statute of Frauds was satisfied and the two-year employment contract was enforceable.


Crabtree v. Elizabeth Arden Sales Corp., 305 N.Y. 48, 110 N.E.2d 551 (N.Y. 1953)