N.Y. General Obligations Law § 5-701

NY Statute of Frauds: N.Y. General Obligations Law § 5-701

Agreements not to be performed within one year, promises to answer for another's debt, and bankruptcy debts are void unless in writing and signed.

Official text N.Y. General Obligations Law § 5-701 — New York

§ 5-701. Agreements required to be in writing. a. Every agreement, promise or undertaking is void, unless it or some note or memorandum thereof be in writing, and subscribed by the party to be charged therewith, or by his lawful agent, if such agreement, promise or undertaking:

  • 1. By its terms is not to be performed within one year from the making thereof or the performance of which is not to be completed before the end of a lifetime;
  • 2. Is a special promise to answer for the debt, default or miscarriage of another person;
  • 3. Is made in consideration of marriage, except mutual promises to marry;
  • 5. Is a subsequent or new promise to pay a debt discharged in bankruptcy;
  • 6. Notwithstanding section 2-201 of the uniform commercial code, if the goods be sold at public auction, and the auctioneer at the time of the sale, enters in a sale book, a memorandum specifying the nature and price of the property sold, the terms of the sale, the name of the purchaser, and the name of the person on whose account the sale was made, such memorandum is equivalent in effect to a note of the contract or sale, subscribed by the party to be charged therewith;
  • 9. Is a contract to assign or an assignment, with or without consideration to the promisor, of a life or health or accident insurance policy, or a promise, with or without consideration to the promisor, to name a beneficiary of any such policy. This provision shall not apply to a policy of industrial life or health or accident insurance.
  • 10. Is a contract to pay compensation for services rendered in negotiating a loan, or in negotiating the purchase, sale, exchange, renting or leasing of any real estate or interest therein, or of a business opportunity, business, its good will, inventory, fixtures or an interest therein, including a majority of the voting stock interest in a corporation and including the creating of a partnership interest. "Negotiating" includes procuring an introduction to a party to the transaction or assisting in the negotiation or consummation of the transaction. This provision shall apply to a contract implied in fact or in law to pay reasonable compensation but shall not apply to a contract to pay compensation to an auctioneer, an attorney at law, or a duly licensed real estate broker or real estate salesman.

b. Notwithstanding paragraph one of subdivision a of this section:

  • 1. An agreement, promise, undertaking or contract, which is valid in other respects and is otherwise enforceable, is not void for lack of a note, memorandum or other writing and is enforceable by way of action or defense provided that such agreement, promise, undertaking or contract is a qualified financial contract as defined in paragraph two of this subdivision and (a) there is, as provided in paragraph three of this subdivision, sufficient evidence to indicate that a contract has been made, or (b) the parties thereto, by means of a prior or subsequent written contract, have agreed to be bound by the terms of such qualified financial contract from the time they reach agreement (by telephone, by exchange of electronic messages, or otherwise) on those terms.
  • 2. For purposes of this subdivision, a "qualified financial contract" means an agreement as to which each party thereto is other than a natural person and which is:
  • (a) for the purchase and sale of foreign exchange, foreign currency, bullion, coin or precious metals on a forward, spot, next-day value or other basis;
  • (b) a contract (other than a contract for the purchase and sale of a commodity for future delivery on, or subject to the rules of, a contract market or board of trade) for the purchase, sale or transfer of any commodity or any similar good, article, service, right, or interest which is presently or in the future becomes the subject of dealing in the forward contract trade, or any product or byproduct thereof, with a maturity date more than two days after the date the contract is entered into;
  • (c) for the purchase and sale of currency, or interbank deposits denominated in United States dollars;
  • (d) for a currency option, currency swap or cross-currency rate swap;
  • (e) for a commodity swap or a commodity option (other than an option contract traded on, or subject to the rules of a contract market or board of trade);
  • (f) for a rate swap, basis swap, forward rate transaction, or an interest rate option;
  • (g) for a security-index swap or option or a security (or securities) price swap or option;
  • (h) an agreement which involves any other similar transaction relating to a price or index (including, without limitation, any transaction or agreement involving any combination of the foregoing, any cap, floor, collar or similar transaction with respect to a rate, commodity price, commodity index, security (or securities) price, security-index or other price index);
  • (i) for the assignment, sale, trade, participation or exchange of indebtedness or claims relating thereto arising in the course of the claimant's business or profession (including but not limited to commercial and/or bank loans, choses in action arising under or in connection with loan agreements and private notes, and including forward sales), but only to the extent that such indebtedness or obligation was not incurred by a natural person primarily for personal, family or household purposes; or
  • (j) an option with respect to any of the foregoing.
  • 3. There is sufficient evidence that a contract has been made if:
  • (a) There is evidence of electronic communication (including, without limitation, the recording of a telephone call or the tangible written text produced by computer retrieval), admissible in evidence under the laws of this state, sufficient to indicate that in such communication a contract was made between the parties;
  • (b) A confirmation in writing sufficient to indicate that a contract has been made between the parties and sufficient against the sender is received by the party against whom enforcement is sought no later than the fifth business day after such contract is made (or such other period of time as the parties may agree in writing) and the sender does not receive, on or before the third business day after such receipt (or such other period of time as the parties may agree in writing), written objection to a material term of the confirmation; for purposes of this subparagraph, a confirmation or an objection thereto is received at the time there has been actual receipt by an individual responsible for the transaction or, if earlier, at the time there has been constructive receipt which is the time actual receipt by such an individual would have occurred if the receiving party, as an organization, has exercised reasonable diligence; and a "business day" for the purposes of this subparagraph is a day on which both parties are open and transacting business of the kind involved in that qualified financial contract which is the subject of the confirmation;
  • (c) The party against whom enforcement is sought admits in its pleading, testimony or otherwise in court that a contract was made; or
  • (d) There is a note, memorandum or other writing sufficient to indicate that a contract has been made, signed by the party against whom enforcement is sought or by its authorized agent or broker.

For purposes of this paragraph evidence of an electronic communication indicating the making therein of a contract or a confirmation, admission, note, memorandum or writing is not insufficient because it omits or incorrectly states one or more material terms agreed upon, so long as such evidence provides a reasonable basis for concluding that a contract was made.

  • 4. For purposes of this subdivision, the tangible written text produced by telex, telefacsimile, computer retrieval or other process by which electronic signals are transmitted by telephone or otherwise shall constitute a writing and any symbol executed or adopted by a party with the present intention to authenticate a writing shall constitute a signing. The confirmation and notice of objection referred to in subparagraph (b) of paragraph three of this subdivision may be communicated by means of telex, telefacsimile, computer or other similar process by which electronic signals are transmitted by telephone or otherwise, provided that a party claiming to have communicated in such a manner shall, unless the parties have otherwise agreed in writing, have the burden of establishing actual or constructive receipt by the other party as set forth in subparagraph (b) of paragraph three of this subdivision.

Text as published in the 2026 snapshot of the code.

Source: Vaquill Open US Law, compiled from official state publishers (huggingface.co), reproduced under license CC BY 4.0.

Read this provision at the official source →

What it actually says

Subdivision (a) lists the promises that are void unless the agreement, or some note or memorandum of it, is in writing and subscribed by the party to be charged or by a lawful agent. The categories that come up in ordinary life are the first two. Paragraph 1: an agreement that by its terms is not to be performed within one year from the making of it, or whose performance is not to be completed before the end of a lifetime. Paragraph 2: a special promise to answer for the debt, default or miscarriage of another person - the guaranty. Also listed are agreements made in consideration of marriage (mutual promises to marry excepted), a new promise to pay a debt discharged in bankruptcy, an auctioneer's sale-book memorandum, assignments of life, health or accident insurance policies and promises to name a beneficiary, and paragraph 10, which requires a writing for a contract to pay compensation for negotiating a loan, or the purchase, sale, exchange, renting or leasing of real estate or of a business, its goodwill, inventory or fixtures - expressly including a contract implied in fact or in law, and expressly excepting auctioneers, attorneys and licensed real estate brokers and salespersons.

The one-year rule is narrower than it is usually taken to be. It applies where the agreement by its terms cannot be performed within a year. An open-ended arrangement that might be completed inside a year is not caught, however long it actually lasts.

Subdivision (b) is a modern exception for institutions rather than individuals. A "qualified financial contract" - defined by a list of currency, commodity, swap, option and debt-trading transactions, and available only where no party is a natural person - is not void for lack of a writing if there is sufficient evidence that a contract was made, or if the parties have agreed in advance to be bound from the moment they reach terms by telephone or electronic message. The subdivision then defines sufficient evidence: an admissible electronic communication, an unobjected-to written confirmation on the stated timetable, an admission in pleadings or testimony, or a signed note or memorandum. Paragraph 4 treats a telex, fax or computer-produced text as a writing, and a symbol adopted with intent to authenticate as a signing.

When it applies

  • A friend denies a loan and says any repayment promise was never written down.
  • Someone guaranteed another person's debt orally and is now asked to pay it.
  • A consulting or services arrangement was agreed for a fixed multi-year term with nothing signed.
  • A finder claims a fee for introducing the buyer of a business.
  • An employer's oral promise of a bonus or of employment for a set number of years is disputed.

What this section does not say

  • It does not require every contract to be in writing. Only the categories the section lists are affected; most agreements are enforceable without a signature.
  • It does not catch an agreement of uncertain duration. The test is that performance is impossible within a year by the terms of the agreement, not that it in fact took longer.
  • It does not apply to contracts for the sale of goods, which are governed by the Uniform Commercial Code.
  • It does not deal with land. Contracts for the sale of real property and leases over a year are General Obligations Law § 5-703.
  • It does not require both signatures. The writing must be subscribed by the party to be charged.
  • The qualified financial contract exception in subdivision (b) is unavailable where any party is a natural person.

Worked examples

Invented situations, written to show how the wording bites. They are not real cases, not judgments and not precedent, and nothing here predicts what would happen in yours.

Illustrative example

One friend lends another a few thousand dollars on the understanding it will be repaid when things pick up. Two years pass, nothing was ever signed, and the borrower now says it was always a gift.

How the wording applies

The one-year rule catches an agreement that by its terms cannot be performed within a year of the making of it. An open-ended arrangement that might have been repaid inside a year is not caught, however long it in fact ran, so the writing point probably decides nothing here. What does decide it is whether the money was handed over as a loan or as a gift, which is a question about what was said and done at the time.

How the parties settled it

They agree the sum is repaid in twelve monthly instalments without interest and both sign a one-page note recording it, on the footing that the word "gift" is not raised again by either of them.

Illustrative example

A parent tells a supplier on the telephone that they will cover their adult child's trade account if it is ever short. Two years of invoices later the account is well behind and the supplier turns to the parent.

How the wording applies

A special promise to answer for the debt, default or miscarriage of another person is void unless the agreement, or some note or memorandum of it, is in writing and subscribed by the party to be charged. The signature that matters is the parent's, so the supplier's own careful record of the call is not what the paragraph asks for.

How the parties settled it

The parent agrees to contribute an agreed sum towards the outstanding invoices as a one-off, and the supplier agrees to deal only with the account holder in future and to take any guarantee in writing before extending credit.

Illustrative example

A consultant and a company shake hands on a three-year retainer at a set monthly fee, with nothing signed. Fourteen months in, the company stops paying and says there was never a binding term at all.

How the wording applies

An agreement that by its terms is not to be performed within one year from the making of it is void without a writing subscribed by the party to be charged, and a fixed three-year term is exactly that. It turns on whether the term really was fixed: an arrangement terminable at will, or one capable of completion inside the year, sits outside the paragraph entirely.

How the parties settled it

They agree a payment covering the notice period each of them says they assumed, end the engagement on a named date, and put any continuing work into a signed short-form agreement.

How courts have read it

Decisions construing this provision. The question and the summary are ours; the quoted sentence is the court's own words, taken from the published opinion. These are the decisions in our corpus, not every decision there is, and nothing here predicts any other case. Reported 2003 to 2017.

Kelly v. P & G Ventures 1, LLC, 148 A.D.3d 1002 (2017)

Appellate Division

What the court had to decide

Whether an oral finder's fee agreement for compensation for negotiating a business opportunity is enforceable under the statute of frauds in General Obligations Law § 5-701(a)(10) when there is no signed writing by the party to be charged.

What it held

The collective writings are insufficient because there is no writing establishing a contractual relationship between the parties which bears the signature of the plaintiff, the party to be charged, and part performance does not take the agreement out of the statute of frauds.

In the court's words
Here, the collective writings to which the defendants point, seeking to make out a written agreement sufficient to satisfy the statute of frauds (see generally Crabtree v Elizabeth Arden Sales Corp., 305 NY at 54), are insufficient since there is no writing establishing a contractual relationship between the parties which bears the signature of the plaintiff, who is the party to be charged (see generally Crabtree v Elizabeth Arden Sales Corp., 305 NY at 55-56; James V. Aquavella, M.D., P.C. v Viola, 79 AD3d at 1593).

DeThomasis v. Viviano, 148 A.D.3d 1338 (2017)

Appellate Division

What the court had to decide

Whether the fourth affirmative defense that the 2005 agreement violated the statute of frauds under General Obligations Law § 5-701(a)(1) was properly asserted.

What it held

The court held that the defendant's statute of frauds defense was cognizable because the agreement was not signed by the defendant and lacked essential terms, so the motion to dismiss that defense was properly denied.

In the court's words
Supreme Court was accordingly correct to determine that defendant, afforded the benefit of every favorable inference, asserted a cognizable statute of frauds defense.

Castellotti v. Free, 138 A.D.3d 198 (2016)

Appellate Division

What the court had to decide

Whether an oral agreement to name a beneficiary of a life insurance policy falls within the statute of frauds under GOB § 5-701(a)(9) and renders the entire agreement void.

What it held

The court held that the oral promise to name a life insurance beneficiary falls squarely within the statute of frauds under GOB § 5-701(a)(9), rendering the entire agreement void, and that the partial performance exception does not apply to § 5-701.

In the court's words
Thus, that provision falls squarely within the statute of frauds, rendering the entire agreement void (see Apostolos v R.D.T. Brokerage Corp., 159 AD2d 62, 65 [1st Dept 1990] [“As a general rule, if part of an entire contract is void under the Statute of Frauds, the whole contract is void”]).

Agosta v. Fast Systems Corp., 136 A.D.3d 694 (2016)

Appellate Division

What the court had to decide

Whether the plaintiffs were entitled to summary judgment on their third cause of action alleging that the agreement was void under the statute of frauds because it was not in writing and could not be performed within one year.

What it held

The Supreme Court properly denied summary judgment on the third cause of action because the plaintiffs failed to establish that the agreement fell within the statute of frauds, as the terms were set forth in various writings, including an email and an assignment signed by the plaintiff, which together satisfied the writing requirement.

In the court's words
The Supreme Court also properly denied that branch of the plaintiffs’ motion which was for summary judgment on the third cause of action, which alleged that the agreement was void as a result of the statute of frauds.

Abyssinian Development Corp. v. Bistricer, 133 A.D.3d 435 (2015)

Appellate Division

What the court had to decide

Whether an oral promise to pay another person's legal fees is enforceable under General Obligations Law § 5-701(a)(2).

What it held

The oral promise is barred by the statute of frauds and is not enforceable, and there is no exception for part performance under this statute.

In the court's words
His alleged oral promise to pay them is barred by the statute of frauds (General Obligations Law § 5-701 [a] [2]).

Abyssinian Development Corp. v. Bistricer, 127 A.D.3d 537 (2015)

Appellate Division

What the court had to decide

Whether an oral promise to pay another person's debt is enforceable under the statute of frauds.

What it held

The oral promise is barred by the statute of frauds because it falls under General Obligations Law § 5-701(a)(2) and no exception applies.

In the court's words
His alleged oral promise to pay them is barred by the statute of frauds (General Obligations Law § 5-701 [a] [2]).

Source: Caselaw Access Project, CC0 1.0 Universal (public domain dedication).

The same problem elsewhere

The other legal systems in this collection answer the same everyday problem with their own provisions.

The comparison and these one-line summaries are in English.

I lent a friend money with nothing in writing: what the law says in five jurisdictions

Read the full comparison →

Related sections

N.Y. General Obligations Law § 5-703 Must Be in Writing: N.Y. General Obligations Law § 5-703 N.Y. General Obligations Law § 15-301 Written change requires signed writing: N.Y. GOL § 15-301 N.Y. General Obligations Law § 17-101 GOL § 17-101: putting an old debt back on the clock N.Y. Real Property Law § 442-d No license? No commission – N.Y. Real Property Law § 442-d N.Y. General Obligations Law § 5-311 Void Support Waivers: N.Y. General Obligations Law § 5-311

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This page reproduces the text of N.Y. General Obligations Law § 5-701 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in New York.

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