Scheck v. Francis

26 N.Y.2d 466 · New York Court of Appeals · 1970

Facts

George Scheck, a personal manager, sued Connie Francis, a popular singer, and her corporations for breach of employment agreements. After an earlier contract expired, the parties negotiated a new five-year agreement in February 1968. The defendants' attorney, Marvin Levin, sent Scheck four proposed agreements in quadruplicate with a covering letter dated April 15, 1968, instructing Scheck to sign them and "have Connie sign" them. Scheck promptly signed the agreements, but Miss Francis never did. Scheck continued working until August 1968, when he was notified not to negotiate for Francis's services, and in March 1969, he was informed no contracts existed.

Procedural history

The plaintiff's complaint was dismissed by a lower court on the ground that it was barred by the Statute of Frauds. The Appellate Division affirmed this dismissal. The case then came before this court, which affirmed the order of the Appellate Division.

Issue

Did the unsigned employment agreements, combined with a covering letter from the defendants' attorney requesting signatures from both parties, constitute a sufficient memorandum to satisfy the Statute of Frauds, thereby creating a binding contract?

Holding

No, the court held that the documents did not satisfy the Statute of Frauds. The writings evidenced an intent that the parties would not be bound until both had signed the agreements.

Rule

If parties intend an agreement to be binding only upon being reduced to writing and signed by both, they are not bound until such signing occurs. To satisfy the Statute of Frauds, a memorandum can be pieced from separate writings, but at least one signed writing must establish a contractual relationship and authenticate the contract's terms. A covering letter merely forwarding documents for signature, without language indicating a present contractual relationship or authenticating terms, is insufficient, as it shows the matter is still in negotiation. The signed writing must be subscribed with intent to authenticate the information therein, which must evidence the contract's terms. This rule requires the signed writing to establish a contractual relationship and authenticate the terms, which was absent here.

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