Restat 2d of Contracts, § 134

• Restatement of the Law, Second, Contracts
• Chapter 5- The Statute of Frauds
• Topic 6- Satisfaction of the Statute by a Memorandum
• § 134 Signature

The signature to a memorandum may be any symbol made or adopted with an intention, actual or apparent, to authenticate the writing as that of the signer.

Comment:

a.  Types of symbol.  The traditional form of signature is of course the name of the signer, handwritten in ink. But initials, thumbprint or an arbitrary code sign may also be used; and the signature may be written in pencil, typed, printed, made with a rubber stamp, or impressed into the paper. Signed copies may be made with carbon paper or by photographic process.

b.  Place of signature; "subscribed."  Under a statute in the traditional English form, the signature need not appear on any particular part of the writing. Although it is usual to sign at the end of a document, a printed letterhead or billhead may be adopted as a signature. See Uniform Commercial Code § 1-201(39) Comment. Even where the statute uses the word "subscribe," there is an ambiguity: the word "subscribe" is sometimes read as a synonym for "sign," sometimes as requiring signing at the end or foot. Wherever the signature appears, it must be made or adopted with the requisite intention, but in the absence of contrary evidence the intention may be inferred from the conventional form of the writing.

Illustrations:

1. A and B make an oral contract within the Statute. A sends to B a written acceptance, stating the terms, on a form bearing A's name as a printed heading. At the foot of the form is the word "Accepted" followed by a blank space for signature, which is not filled in. In the absence of other evidence of intention, the form is not signed by A.

2. A and B make an oral contract within the Statute. A writes a memorandum stating the terms which begins, "I, A, make the following contract with B." A then delivers the memorandum to B. This is A's signature if the trier of fact infers A's intent to authenticate the writing.

3. A and B make an oral contract within the Statute. A clerk makes a written statement of the contract, and A writes at the top thereof -- "O.K." followed by A's initials. This is a signature by A.

c.  Time of signing; blanks and alterations.  Commonly a document is signed after it is completed, but blanks may be left to be filled in later. If the signer fills a blank or adds a postscript or if another does so with his authority, the prior signature is effectively adopted with reference to the added portion. Alterations are often separately initialed, but re-adoption of the prior signature is equally effective for the purposes of the Statute of Frauds. Compare Uniform Commercial Code §§ 3-115, 3-407.

Illustration:

4. A has a number of forms of letters printed ending with the words, "Yours very truly, A." With A's authority a clerk fills in one of the forms with the terms of an offer to B and sends it to B. B accepts orally. A's printed name is his signature.

The Section is revised from former § 210 to follow the language of Mesibov, Glinert & Levy, Inc. v. Cohen Bros. Mfg. Co., 245 N.Y. 305, 157 N.E. 148 (1927), and Uniform Commercial Code § 1-201(39). See 4 Williston, Contracts § 585 (3d ed. 1961); 2 Corbin, Contracts §§ 520-25 (1950 & Supp. 1971); Annots., 8 A.L.R. 1339 (1920) (pencil), 112 A.L.R. 937 (1938) (place of signature), 159 A.L.R. 253 (1945) (initials), 171 A.L.R. 334 (1947) (printed, stamped or typewritten signature).

Comment b.  See generally Dubrowin v. Schremp, 248 Md. 166, 235 A.2d 722 (1967); Schremp v. Dubrowin, 257 Md. 623, 263 A.2d 827 (1970). Illustration 1 is based on Mesibov, Glinert & Levy, Inc. v. Cohen Bros. Mfg. Co., 245 N.Y. 305, 157 N.E. 148 (1927), and is substituted for Illustration 1 to former § 210. Illustrations 2 and 3 are based on Illustrations 2 and 3 to former § 210.

Comment c.  Illustration 4 is based on Illustration 4 to former § 210.

ALR Annotations:

Statute of frauds: Validity of lease or sublease subscribed by one of the parties only. 46 A.L.R.3d 619.
Admissibility of parol evidence to connect signed and unsigned documents relied upon as memorandum to satisfy statute of frauds. 81 A.L.R.2d 991.

Digest System Key Numbers:

Frauds, Statute of 101, 102, 115, 116