Definition
A requirement drawn from the Statute of Frauds that a contract or memorandum, to be enforceable against a person, must bear the signature of the person against whom enforcement is sought. The phrase does not require that both parties sign; it requires only that the defendant — the party being sued on the contract — has signed or authorized a signature on the instrument. A plaintiff who has not signed may still enforce the agreement against a defendant who has.
"Signature" under this requirement has always been interpreted broadly. It encompasses a full written name, initials, a mark, a stamp, a printed letterhead adopted with intent to authenticate, or any symbol a party affixes or adopts with intent to authenticate the writing as their own.
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Common Confusion
The phrase is commonly misread to require mutual signatures — that is, that both parties must sign before either can enforce the agreement. This is incorrect. The requirement is asymmetric: the party seeking enforcement need not have signed; the party resisting enforcement must have. The practical consequence is that a contract can be enforceable against one party but not the other. Courts and researchers working with older materials sometimes describe such contracts as "unilateral" in their enforceability, which can create confusion with the separate doctrine of unilateral contracts.
A second confusion involves the distinction between "signing" and "subscribing." Subscribing traditionally meant signing at the end of a document. The Statute of Frauds requirement is not so narrow — a signature anywhere in the writing, including in the body of the document, has generally been held sufficient if it was placed there with authenticating intent.
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Core Elements
For the requirement to be satisfied, courts have generally asked:
1. Was there a writing (or memorandum) sufficient to evidence the contract?
2. Did the party to be charged (the defendant) sign or authorize a signature on that writing?
3. Was the signature affixed or adopted with the intent to authenticate the document as the party's own?
All three questions must be answered affirmatively. A signature on a separate, unrelated document does not carry over. A signature on a later confirmatory memo may or may not satisfy the requirement depending on jurisdiction and whether it references the original agreement.
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Why It Matters in Research
This phrase is a term of art embedded inside Statute of Frauds doctrine, and it carries significant traps for researchers working across time periods and jurisdictions.
**The asymmetry trap.** Because the requirement runs only against the party to be charged, older cases frequently enforce contracts against one party while leaving the other party free from any obligation. Researchers analyzing pre-twentieth century contract disputes need to identify which party is the defendant before assessing whether the Statute of Frauds defense was available.
**The signature definition problem.** What counts as a "signature" has expanded dramatically over time. Nineteenth-century cases grappled with printed names, merchants' marks, and initials. Twentieth-century courts dealt with rubber stamps and typewritten names. Contemporary doctrine now addresses electronic signatures under frameworks like the federal E-SIGN Act and the Uniform Electronic Transactions Act (UETA). A researcher tracing the evolution of this requirement will find a long, case-by-case expansion of the term, and must be careful not to read modern breadth back into historical sources.
**The memorandum connection.** The "party to be charged" language always operates in conjunction with the broader question of what constitutes a sufficient memorandum. Researchers should not treat signature issues in isolation — courts often resolve Statute of Frauds cases by finding that no adequate writing exists before reaching the signature question.
**Jurisdictional divergence in electronic contexts.** While most jurisdictions have adopted UETA, the specific treatment of electronic signatures as satisfying the "signed by the party to be charged" requirement varies in application. Researchers working on modern disputes should not assume uniformity.
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Historical Dictionary Support
Rapalje & Lawrence do not carry a direct entry for "signed by the party to be charged" as a standalone phrase. Their entry under THEREWITH (in statute of frauds), citing 3 Johnson's Cases 60 (New York), gestures at the interpretive difficulty surrounding the Statute of Frauds' written instrument requirements in early American courts, but does not directly address the signature element.
This gap is characteristic of the period's legal dictionaries: they tended to treat the Statute of Frauds as a whole rather than parsing its individual requirements as separate terms of art. The "party to be charged" language was more often the subject of treatise discussion — particularly in works on the law of contracts and in early American equity practice — than of standalone dictionary entries.
The historical silence here is itself instructive for researchers: to understand how nineteenth-century courts applied this requirement, the better sources are contemporary treatises on contracts and equity, and the reported cases themselves, rather than the period dictionaries.
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Jurisdictional Note
The core requirement is uniform across common law jurisdictions in origin, deriving from the English Statute of Frauds of 1677. American states have enacted their own versions, and while the "signed by the party to be charged" language is nearly universal, what counts as a sufficient signature — particularly in electronic commerce — varies by state statute and court interpretation.
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Encyclopedia Cross-Reference
See: STATUTE OF FRAUDS | WRITING REQUIREMENT | ELECTRONIC SIGNATURES
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