## Facts

- Professional Bull Riders, Inc. (PBR) organized professional bull-riding events and sought sponsorship from AutoZone, Inc. (AutoZone).
- PBR presented AutoZone with a written sponsorship agreement stating the sponsorship would begin on December 20, 2000 and end on December 31, 2002.
- The draft agreement gave AutoZone a right to terminate early by providing written notice no later than August 15, 2001.
- AutoZone did not sign the written agreement, but PBR alleged AutoZone’s conduct showed acceptance and that an oral agreement existed on the same terms.
- In January 2002, AutoZone notified PBR it would not sponsor PBR events in 2002.
- AutoZone also contended that after ending the relationship, PBR continued using AutoZone’s trade name and logo in event programs.
- PBR sued AutoZone in federal district court for breach of the alleged oral sponsorship agreement.
- Speedbar, Inc., an AutoZone subsidiary, intervened; AutoZone and Speedbar counterclaimed for trademark/service mark infringement, unfair competition, and service mark dilution.
- The district court granted summary judgment for AutoZone on the contract claim, ruling that a two-year oral agreement could not be performed within one year and was unenforceable under Colorado’s Statute of Frauds.
- On appeal, the Tenth Circuit certified a question to the Colorado Supreme Court regarding how Colorado’s one-year Statute of Frauds applies when the agreement includes an early-termination option.

## Issues

1. Under Colo. Rev. Stat. § 38-10-112(1)(a), is an oral agreement with a stated two-year term unenforceable when it gives the party to be charged an option to terminate in a manner that would complete performance within one year?

## Decision

- The Colorado Supreme Court answered the certified question: No.
- The court held that the one-year Statute of Frauds applies only to agreements that, by their terms, cannot be fully performed within one year of formation.
- Because the alleged agreement gave AutoZone a choice that could end the sponsorship relationship within one year (through timely notice), the agreement contemplated an alternative performance capable of completion within one year.
- The court treated the early-termination option as part of the parties’ agreed modes of performance, not merely as an excuse for nonperformance or a breach.
- As a result, the alleged oral agreement was not void under the one-year Statute of Frauds solely because it also allowed a longer, two-year performance.

## Legal Principles

- The one-year provision of Colorado’s Statute of Frauds, Colo. Rev. Stat. § 38-10-112(1)(a), bars enforcement only when an agreement’s terms make full performance within one year impossible.
- If an oral agreement provides alternative modes of performance, and at least one alternative can be fully performed within one year, the agreement is outside the one-year Statute of Frauds.
- An early-termination option can qualify as an alternative performance when it is part of the contractual choices defining what completion looks like under the agreement, rather than a provision that merely excuses breach.
- In evaluating the one-year Statute of Frauds, courts focus on what the agreement permits at the time it is made, not what later happens in practice.

## Conclusion

Professional Bull Riders held that an oral sponsorship agreement stating a two-year term was not automatically unenforceable under Colorado’s one-year Statute of Frauds where the party to be charged had a contractual option to terminate in a way that could complete performance within one year; the possibility of that shorter, contract-authorized performance placed the agreement outside § 38-10-112(1)(a).


Professional Bull Riders, Inc. v. AutoZone, Inc., 113 P.3d 757 (2005)