New York Statute of Frauds, Part Performance and E-Signatures

An email can qualify, but electronic delivery alone is not enough. The sender must intend the electronic sound, symbol or process as a signature, and the record still must state the essential agreement. Part performance is a narrow equitable route when conduct is unequivocally referable to the alleged oral agreement.

The exam answer in one table

The Statute of Frauds does not tell you whether offer and acceptance occurred. First identify the alleged agreement. Then ask whether its form permits enforcement.

Official source map

The New York Department of State 77-hour curriculum expressly includes the Statute of Frauds and cites General Obligations Law section 5-703 within the contracts subject.

The controlling authorities are:

• General Obligations Law section 5-703: writing, subscription, agent authority and part-performance rules for real property.
• State Technology Law sections 302 and 304: definitions and legal effect of electronic records and electronic signatures.
• Naldi v Grunberg: an email can satisfy section 5-703 when its contents and subscription satisfy the statute.
• Solartech Renewables v Vitti: related writings, typed names, attached files and intent to sign must be analyzed separately.
• Anostario v Vicinanzo line of cases: part performance must be unintelligible or extraordinary without the alleged oral agreement.
• Bardy v Bonnem: a recent reminder that an email fails when it omits the full scope and essential terms of the agreement it is offered to prove.

What section 5-703 covers

Creation or transfer of an interest in real property

Section 5-703(1) generally requires a subscribed deed or other writing to create, grant, assign, surrender or declare an estate or interest in real property, other than a lease for a term not exceeding one year. The signer is the person creating or transferring the interest, or a lawful agent authorized in writing.

Contract to sell real property

Section 5-703(2) covers a contract for the sale of real property or an interest in it. The contract or a note or memorandum must:

• be in writing
• express the consideration
• be subscribed by the party to be charged
• or be subscribed by that party's lawful agent authorized in writing

Lease longer than one year

The same subdivision covers a contract to lease real property for longer than one year.

The wording matters:

• lease for exactly one year: not within this longer-than-one-year phrase
• lease for one year and one day: within it

Other statutes and local rules can still require disclosures or writings for a shorter residential lease.

Other real-property rights

Options to purchase, rights of first refusal and agreements involving easements or other interests can fall within section 5-703. Calling an arrangement an “exclusivity letter” does not avoid the statute if its substance creates a right concerning real property.

Why the statute says “void” while courts say “unenforceable”

Section 5-703 uses the word “void” in subdivisions two and three. New York decisions also often describe a noncompliant agreement as unenforceable under the Statute of Frauds.

For exam purposes:

• If the question tracks the statutory wording, “void unless in writing” may be the expected phrase.
• If the question asks for the contract-law classification, “unenforceable under the Statute of Frauds” is usually the more precise explanation.

The practical point is that a party cannot obtain the requested contract enforcement without a sufficient writing or recognized equitable basis.

Avoid confusing this with a failure of mutual assent. An oral agreement may have definite offer, acceptance and consideration yet fail the statutory form required for enforcement.

The party to be charged

The party to be charged is the person against whom enforcement is sought.

Suppose seller signed a sufficient memorandum, but buyer did not. Buyer sues seller for enforcement.

Key question: Is seller the party to be charged? If so, seller's subscription may satisfy that element for buyer's claim, assuming the rest of the statute is met.

Reverse the lawsuit, and buyer's missing subscription can change the result.

This does not mean prudent parties should accept one-signature transactions. It explains the statutory test used in litigation.

What must the memorandum contain?

A sufficient memorandum must allow the essential agreement to be identified without using oral testimony to supply missing material terms.

For a real estate sale, look for:

• parties
• property or a description that identifies it
• consideration or purchase price
• the essential promises and material conditions
• objective intent to be bound

An informal label is not fatal. A letter, email or collection of writings may work if the substance satisfies the law.

Bardy v Bonnem lesson

In Bardy v Bonnem, the email did not set out the full scope of the agreement the plaintiff alleged. The court held that it failed the Statute of Frauds because the parties' full intention could not be determined from the writing without relying on oral terms.

The rule is not “email equals contract.” It is “a qualifying electronic record can serve as the writing when it proves the complete essential agreement and is properly subscribed.”

Can several documents be read together?

Yes, in the right circumstances. The memorandum does not always need to be one document.

Solartech Renewables explains that separate signed and unsigned writings can be read together when they clearly concern the same transaction and collectively contain all essential terms, provided:

• at least one document signed by the party to be charged establishes a contractual relationship
• the unsigned writings refer on their face to the same transaction
• the unsigned writings were created by the party to be charged under the rule applied in that case

A stack of unrelated messages does not become a memorandum merely because each mentions the property.

Worked document set

Consider three records:

1. a signed email from seller stating agreement to sell 10 Oak Street to buyer
2. an attached term sheet giving the price and closing date
3. an earlier property schedule identifying the same parcel and incorporated by the term sheet

Those writings may be read together if their cross-references and authorship meet the governing rule.

Now remove every reference connecting the signed email to the term sheet. The proof becomes much weaker because oral testimony may be needed to link the papers.

Subscription means more than a name appearing somewhere

To subscribe is to sign or authenticate the writing with intent to adopt it.

A handwritten signature is the familiar example. An electronic signature can also qualify. The central issue is intent.

New York State Technology Law section 302 defines an electronic signature as an electronic sound, symbol or process attached to or logically associated with an electronic record and executed or adopted with intent to sign the record.

Section 304 gives a qualifying electronic signature the same validity and effect as a handwritten signature unless another law specifically provides otherwise.

When an email can satisfy the statute

Naldi v Grunberg holds that an email can constitute a writing under section 5-703 when its contents and subscription meet the statute.

Check four separate questions:

1. Is the email an electronic record capable of accurate reproduction?
2. Does it contain or properly incorporate the essential terms?
3. Did the person type, attach or adopt a mark with intent to sign?
4. Was the signer the party to be charged or an agent authorized in writing?

All four matter. An email can pass the first and fail the other three.

Typed name in an email

A deliberately typed name at the end of an email can evidence intent to sign. Context still controls.

Compare:

• “Agreed. Maria Lopez” typed to adopt the terms
• an automatically generated business footer appended to every outgoing email

The first more clearly shows authentication. The second may not prove the sender intended the footer as a signature for that agreement.

Automatic signature block

Naldi discussed, but did not decide on the motion before it, whether an automatically generated signature block showed intentional subscription. The safe rule is not to treat every automatic footer as a signature.

Intent must be proven from the record and circumstances.

Typed attachment is not automatically signed

Solartech Renewables draws another boundary. A typed letter attached to an email did not become a signed electronic record merely because it traveled as an attachment. The sender had typed a name on the letter but had left a signature line and requested a handwritten signature from the other party.

The transmission email and attachment must be analyzed separately. Attaching an unsigned document does not automatically adopt every word as a signed contract.

E-sign platform

An electronic-signature platform can provide strong evidence of intent, identity, time and association with the record. It still does not fix missing essential terms, lack of authority, fraud or absence of assent.

Technology changes how a signature is made. It does not remove the other contract elements.

The broker's authority must be in writing

A broker may market property, communicate offers and negotiate within the agency relationship. That does not ordinarily give the broker authority to sign a sale contract for the owner.

Section 5-703 requires the agent who subscribes for the party to be charged to be authorized in writing.

Ask:

• What document grants signing authority?
• Does it cover this property and this type of contract?
• Has it expired or been revoked?
• Does the signature show representative capacity?

A listing agreement authorizing marketing and negotiation is not automatically a power to convey or sign the owner's sales contract.

Part performance is narrow

Section 5-703(4) preserves the power of a court of equity to compel specific performance in a case of part performance.

The conduct must be unequivocally referable to the alleged agreement. New York courts explain that the acts must be unintelligible or at least extraordinary unless the alleged oral agreement existed.

It is not enough that the oral agreement would make the conduct understandable. The conduct itself must point strongly and exclusively to that agreement.

Conduct that may matter

Depending on the complete facts, courts may consider:

• taking possession with the owner's permission
• making substantial, agreement-specific improvements
• payments combined with possession or improvements
• conduct by both sides that cannot reasonably be explained as negotiation or preparation

No single act automatically qualifies.

Conduct often insufficient by itself

• paying ordinary negotiation expenses
• ordering a title search
• arranging financing
• preparing draft closing papers
• paying money that can be refunded
• work explainable by another relationship
• steps taken in anticipation of a future agreement

In Nassau Beekman v Ann/Nassau Realty, the court reiterated that conduct reasonably explainable as preparation for a future agreement is not unequivocally referable to the claimed oral modification.

Payment alone

Payment alone is often explainable through a loan, deposit, gift or other arrangement and may be refundable. Resist the urge to assume it always removes a land agreement from the statute.

The full combination of possession, improvements, payment, permission and surrounding conduct matters.

Part performance does not apply to every Statute of Frauds category

Section 5-703 expressly preserves the equitable part-performance doctrine for real-property agreements.

General Obligations Law section 5-701 covers other agreements, including certain promises not performable within one year. New York appellate decisions state that section 5-701 does not receive the same part-performance exception.

Always identify which statute applies before invoking part performance.

E-signature does not equal electronic notarization or recording

Contract signature, deed execution, acknowledgment, notarization and recording are distinct steps.

An electronic signature may satisfy a contract signature rule, while a deed or recordable instrument has additional execution and acknowledgment requirements. Remote notarization and electronic recording have their own statutes, regulations and county systems.

For the salesperson exam, do not jump from “email can be a signed writing” to “an emailed deed is automatically recordable.”

Seven worked exam scenarios

Scenario 1: oral sale agreement

Buyer and seller orally agree on land, price and closing. No writing or equitable exception exists.

Best answer: Section 5-703 bars enforcement of the land-sale contract.

Scenario 2: 12-month lease

Landlord and tenant make a lease for exactly one year.

Best answer: The longer-than-one-year phrase in section 5-703(2) does not cover that term, although another law or practical requirement may call for writing.

Scenario 3: 13-month lease

Landlord and tenant orally agree to a 13-month term.

Best answer: The lease is longer than one year and falls within section 5-703's writing rule.

Scenario 4: signed email missing price

Seller intentionally signs an email saying, “I agree to sell the property,” but no linked writing supplies the price or consideration.

Best answer: Electronic signature alone does not cure missing essential terms.

Scenario 5: complete signed email

Seller sends an email intentionally signed with the seller's typed name. It identifies buyer, seller, property, price and material terms and shows present intent to be bound.

Best answer: An email can satisfy the writing and subscription requirements, subject to the complete record and formation rules.

Scenario 6: unsigned attachment

Seller emails an unsigned term sheet that contains a typed seller name in the document but leaves a manual signature line blank.

Best answer: Avoid assuming the attachment is electronically signed merely because it was emailed. Intent and adoption of the attachment must be established.

Scenario 7: ordinary preparation

Buyer orders an inspection, applies for a mortgage and pays for a title search after oral negotiations.

Best answer: Those acts can be explained as preparation for a possible agreement and are not necessarily unequivocally referable part performance.

Common misconceptions

“All real estate agreements must be written”

No. Section 5-703 identifies covered interests and contracts. A lease not exceeding one year is treated differently by that section, although other laws can require documents and disclosures.

“Both parties must always sign”

The statutory focus is subscription by the party to be charged. Prudent transaction practice and other claims can still require signatures from all intended parties.

“Any email satisfies the Statute of Frauds”

No. The email must contain the essential agreement and carry a qualifying subscription made with intent to sign.

“An automatic email footer is always a signature”

No. Intent to authenticate that record matters.

“An attachment becomes signed when it is emailed”

No. Analyze the email, attachment, typed name and adoption separately.

“Any payment proves part performance”

No. The conduct must be unequivocally referable to the alleged agreement.

“Part performance permits money damages in every case”

No. Section 5-703(4) preserves an equitable power to compel specific performance. Remedy and pleading matter.

“An electronic contract means the deed is recorded”

No. Contract formation, deed execution, acknowledgment and recording are different legal steps.

A seven-step writing audit

1. Identify the exact interest or contract.
2. Decide whether section 5-703 covers it.
3. Identify the party against whom enforcement is sought.
4. Find that party's signature or a qualifying agent signature.
5. Confirm written authority if an agent signed.
6. Read all properly connected writings for essential terms.
7. If the writing fails, test the narrow part-performance rule and requested equitable remedy.

For electronic records, insert an extra question between steps four and five: did the person execute or adopt the electronic mark with intent to sign?

Frequently asked questions

What is the New York Statute of Frauds for real estate?

General Obligations Law section 5-703 generally requires subscribed writings for sales, leases longer than one year and other specified estates or interests in real property.

Can an email form a New York real estate contract?

Yes. An email can satisfy the statute when it contains or properly incorporates the essential terms and is subscribed with intent by the party to be charged or an authorized agent.

Does typing a name in an email count as a signature?

It can when the person typed or adopted the name with intent to sign the electronic record. A name's mere appearance, especially in an automatic footer, does not settle intent.

Can several emails satisfy the Statute of Frauds together?

They can when the signed and unsigned writings meet New York's connection, authorship and essential-term rules. At least one signed writing must establish the contractual relationship under the rule described in Solartech Renewables.

What is part performance in New York real estate?

It is conduct so closely tied to the alleged oral agreement that the conduct is unintelligible or extraordinary without that agreement. Ordinary preparation is insufficient.

Is payment of a deposit enough for part performance?

Not automatically. Payment can have other explanations and may be refundable. Courts examine the full conduct, including possession, improvements, permission and the remedy sought.

Does the Statute of Frauds make an oral sale contract void or unenforceable?

Section 5-703 uses “void,” while courts commonly describe a noncompliant agreement as unenforceable. The safe explanation is that the statute bars the requested enforcement absent a sufficient writing or applicable equitable doctrine.

Can a broker sign a sale contract for the owner?

Only when the broker has the required authority. For section 5-703, an agent signing for the party to be charged must be authorized in writing.

The salesperson's boundary

A salesperson should preserve every offer, counteroffer, email, attachment and signature audit record. The salesperson should not promise that an informal message satisfies the Statute of Frauds or that a client's conduct establishes part performance.

When the writing is incomplete, signature intent is disputed or someone seeks specific performance, involve the supervising broker and attorneys immediately.

Do not add a client's name to a document, use an electronic signature for a client or represent that you have authority unless actual written authority permits the exact act.

What to study next

Use the Contracts, Sales and Leases study hub to connect writing rules with formation and remedies. Review Offer, Acceptance, Consideration, Capacity and Lawful Purpose before testing form.

Next, study contract performance, breach, remedies, assignment and novation. Then use the complete New York sales-contract clause map to see where signatures, contingencies, default and closing duties appear in an actual transaction.

Sources and verification notes

This article was checked against official sources on August 27, 2026. Electronic-signature intent, authorship, authority, document linkage and essential terms are fact-specific. Real conveyances and recordable instruments can require additional formalities.

1. New York State Department of State, Real Estate Salesperson 77-Hour Curriculum. Subject 4 coverage of contract formation and General Obligations Law section 5-703.
2. New York General Obligations Law section 5-703. Real-property writing, subscription, written-agent-authority and part-performance provisions.
3. New York State Technology Law section 302. Definitions of electronic record and electronic signature, including intent to sign.
4. New York State Technology Law section 304. Validity and effect of electronic signatures.
5. Naldi v Grunberg, 2010 NY Slip Op 07079. Email as a possible section 5-703 writing and limits involving terms, assent and subscription.
6. Solartech Renewables, LLC v Vitti, 2017 NY Slip Op 08574. Multiple writings, electronic records, typed names, attachments and intent to sign.
7. Bardy v Bonnem, 2025 NY Slip Op 03698. Recent appellate application of essential-term requirements to an incomplete email memorandum.
8. Nassau Beekman LLC v Ann/Nassau Realty LLC, 2013 NY Slip Op 00566. Unequivocally referable conduct and preparation for a future agreement.
9. Siegmund Strauss, Inc. v East 149th Realty Corp., 2006 NY Slip Op 51753. Part performance, possession, improvements and the unequivocally referable test.

This article provides general educational guidance. It does not reproduce live examination content or provide legal advice.