Law School Case Brief
C. R. Klewin, Inc. v. Flagship Props., Inc. - 220 Conn. 569, 600 A.2d 772 (1991)
An oral contract that does not say, in express terms, that performance is to have a specific duration beyond one year is, as a matter of law, the functional equivalent of a contract of indefinite duration for the purposes of the statute of frauds. Like a contract of indefinite duration, such a contract is enforceable because it is outside the proscriptive force of the statute regardless of how long completion of performance will actually take.
Plaintiff-appellant C. R. Klewin, Inc. and defendants-appellees Flagship Properties and DKM Properties had entered into an oral contract that failed to specify explicitly the time for performance. Plaintiff filed suit claiming defendants' breach of the parties' oral contract to perform as construction manager on all phases of the project. It appeared that the construction project was intended to take three to ten years. The matter came before the Supreme Court of Connecticut pursuant to a certified question from the federal court of appeals.
Does the provision of the statute of frauds requiring a writing for an "agreement that is not to be performed within one year from the making thereof," render unenforceable an oral contract that fails to specify explicitly the time for performance when performance of that contract within one year of its making is exceedingly unlikely?
The Supreme Court of Connecticut considered two certified questions. The Court answered "yes" to the first question: Whether under the Connecticut Statute of Frauds an oral contract that fails to specify explicitly the time for performance is a contract of "indefinite duration," as that term has been used in the applicable Connecticut precedent, and therefore outside of the Statute's proscriptions?
Taking a narrow view of the one-year provision of the statute of frauds, the Court held that: 1) A contract was not within the statute of frauds, particularly Conn. Gen. Stat. § 52-550 (a) (5), unless its terms were so drawn that it could not by any possibility be performed fully within one year; 2) Under the prevailing interpretation, the enforceability of a contract under the one-year statutes of frauds provision did not turn on the actual course of subsequent events, nor on the expectations of the parties as to the probabilities; 3) Under the statute of frauds, the parties' oral contract was, as a matter of law, enforceable as the functional equivalent of a contract of indefinite duration; and 4) In light of the unbroken line of authority, the legislature approved of the restrictive interpretation that the Court gave to the one-year provision.
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