Poel v. Brunswick-Balke-Collender Co. - 216 N.Y. 310, 110 N.E. 619 (1915)

Rule:

In order to satisfy the requirements of the Statute of Frauds the writing must include all the terms of the completed contract which the parties made. It is not sufficient that the writing may express the terms of a contract. It is essential that it shall completely evidence the contract which the parties made. If instead of proving the existence of that contract, it establishes that there was in fact no contract or evidenced a contract in terms and conditions different from that which the parties entered into, it fails to comply with the statute.

Facts:

Plaintiffs were general partners. Defendant was a corporation organized under the laws of the state of New York. Defendant allegedly agreed to accept and pay for certain rubber, which plaintiffs agreed to sell. Defendant refused to accept and pay for the rubber. Defendant was represented by an agent, who carried on negotiations on behalf of defendant and signed the letters purporting to come from defendant. Plaintiffs sued to recover damages from defendant for the breach of an executory contract. Plaintiffs introduced several letters evidencing the agreement between the parties. The trial court entered judgment for plaintiffs. The appellate division affirmed, holding the writings constituted a contract that satisfied the statute of frauds. 

Issue:

Did the writings constitute a contract that satisfied the statute of frauds?

Answer:

No

Conclusion:

The court held that no contract existed and that plaintiffs failed to establish a cause of action. The court found that the writings evidenced that a contract was never formed between the parties because defendant's letter was not an acceptance of plaintiffs' offer, but rather was a counter-offer requiring acknowledgement by plaintiffs, which plaintiffs never gave.