Definition
The party to be charged is the person against whom a contract is sought to be enforced, and whose signature on a written note or memorandum satisfies the writing requirement of the Statute of Frauds. In other words, when a contract falls within the Statute of Frauds and must be evidenced by a signed writing, it is enough that the writing be signed by the defendant — the one being held to the agreement — rather than by both parties. The plaintiff need not have signed the memorandum for it to be enforceable against the defendant.
The phrase appears in two distinct provisions of the original Statute of Frauds (29 Car. II, c. 3, 1677):
1. Section 4 uses "the party to be charged" in connection with several categories of contracts, including promises to answer for the debt of another, agreements made in consideration of marriage, contracts for the sale of lands, and agreements not to be performed within one year.
2. Section 17 (the sale of goods provision, forerunner of modern UCC Article 2) uses "the parties to be charged," language that courts read as still requiring only the signature of the party against whom enforcement is sought, not necessarily both parties.
The practical effect: a written contract signed only by the seller can be enforced against the seller by an unsigned buyer. The reverse is equally true. The writing requirement is asymmetric by design — it protects the party being charged with an obligation, not the party seeking to enforce one.
Common Confusion
"Party to be charged" is sometimes confused with "party to the contract" generally. All parties to a contract are parties; only the one against whom the contract is being enforced in a given proceeding is the party to be charged. A memorandum signed only by the plaintiff cannot satisfy the Statute of Frauds as against a defendant who never signed — which is a trap in cases where only one side executed the written confirmation.
The phrase also sometimes causes confusion with "charging" in the criminal sense (filing a criminal charge) or with "charging orders" in business law (a creditor remedy against partnership or LLC interests). These are entirely unrelated uses of the word "charge."
Why It Matters in Research
This term is almost exclusively a Statute of Frauds term of art. Researchers encountering it in historical documents, case reporters, or contract litigation materials should orient immediately to the Statute of Frauds context.
Several navigational points matter:
First, jurisdiction determines which version of the Statute of Frauds applies. England's 1677 statute was the template, but American states enacted their own versions. Some states have merged, modified, or repealed particular sections. When reading older American cases, confirm which state's statute was in force and which section is at issue — the "party to be charged" language may not appear verbatim in all enactments.
Second, the UCC displaced Section 17 of the Statute of Frauds for most goods transactions. Under UCC § 2-201, the writing requirement for contracts over a threshold value has its own structure, and the "party to be charged" concept survives in modified form: a written confirmation sent between merchants can bind a non-signing party who fails to object within ten days, which is a significant departure from the classical rule.
Third, in historical case law and equity practice, courts developed extensive doctrine around what constitutes a sufficient memorandum and what counts as a signature. Researchers tracing disputes about typewritten names, letterhead, or initials will find the party-to-be-charged analysis central to those holdings.
Fourth, the asymmetry of the rule — that only the defendant's signature matters — has practical consequences for research into specific performance actions. A buyer who signed nothing may still seek specific performance against a seller who did sign, provided the other Statute of Frauds elements are met.
Historical Dictionary Support
Bouvier's Law Dictionary captures the core rule accurately: it is sufficient if the signature is only by the party against whom enforcement is sought. Bouvier notes the textual distinction between Section 4 ("the party to be charged") and Section 17 ("the parties to be charged") of the original statute, a distinction courts worked through carefully in early English and American cases.
What Bouvier does not address — because it could not at the time — is the UCC transformation of the goods-contract rule, or the modern trend in some jurisdictions to relax Statute of Frauds requirements through doctrines of part performance, promissory estoppel, and electronic signatures legislation (including the federal E-SIGN Act and state UETA adoptions). Researchers relying solely on historical dictionary sources for this term will miss the modern statutory landscape entirely.
Jurisdictional Note
The precise contours of the "party to be charged" requirement vary by state statute and by which category of contract is at issue. UCC Article 2 governs goods contracts in all U.S. states (Louisiana with modifications), and its merchant confirmation rule is a notable exception to the classical single-signature principle. For non-goods contracts — land sales, suretyship, contracts not performable within a year — the common law Statute of Frauds formulation, including the party-to-be-charged rule, typically still applies, though individual state enactments differ.
Encyclopedia Cross-Reference
No single Law Mind Encyclopedia entry is a direct match. Researchers may find supporting context in:
— LLCs — Transferability of LLC Membership Interests and Charging Orders (The Law Mind Business Organizations & Corporate Law Encyclopedia) [for background on "charging" as a legal concept in a different context, useful to distinguish]
— Prorations — Taxes, Insurance, Rents, HOA Assessments, and Utility Charges (The Law Mind Real Estate Transactions & Construction Encyclopedia) [for real estate contract contexts where the Statute of Frauds writing requirement frequently arises]