pjc-oil-and-gas-2022-lib

D EFENSES

PJC 312.17

fall within statute of frauds, what constitutes reasonable time for completion is ques tion of fact). The defense must be raised, or it is waived; a contract subject to the statute of frauds is voidable, not void. See Tex. R. Civ. P. 94 (requiring parties to plead statute of frauds as an affirmative defense); Crill, Inc. v. Bond , 76 S.W.3d 411, 420 (Tex. App.—Dallas 2001, no writ) (holding that agreement subject to statute of frauds could not be chal lenged by third party, as it was voidable and not void). Exceptions to writing requirement. Equitable remedies exist for enforcing an oral promise or unsigned agreement that is otherwise unenforceable because of the statute of frauds, where application of the statute of frauds would be unfair due to par tial or full performance of the oral agreement or detrimental reliance. These exceptions can involve questions of fact. Adams v. Petrade International, Inc. , 754 S.W.2d 696, 705 (Tex. App.—Houston [1st Dist.] 1988, writ denied). Examples include the main purpose doctrine (see PJC 305.8); promissory estoppel (see PJC 305.23); and quantum meruit (see PJC 305.24). In addition, although the statute of frauds forecloses a fraud ulent inducement claim, a limited fraud claim for out-of-pocket damages is not simi larly barred. See Haase v. Glazner , 62 S.W.3d 795, 799 (Tex. 2001). Burden of proof. The party pleading the statute of frauds bears the initial burden of establishing its applicability. Tex. R. Civ. P. 94; Dynegy, Inc. v. Yates , 422 S.W.3d 638 (Tex. 2013). Once that party meets its initial burden, the burden shifts to the opposing party to establish an exception that would take the verbal contract out of the statute of frauds. Dynegy, Inc. , 422 S.W.3d at 641. Electronic satisfaction. Regarding the electronic satisfaction of the requirement for a writing, see the Texas Uniform Electronic Transactions Act, chapter 322 of the Texas Business and Commerce Code. Tex. Bus. & Com. Code §§ 322.001–.021. Contracts for international sale of goods. The statute of frauds does not apply to contracts subject to the 1980 United Nations Convention on Contracts for the Inter national Sale of Goods. United Nations Convention on Contracts for the International Sale of Goods, Apr. 11, 1980, 1489 U.N.T.S. 3 (“A contract of sale need not be con cluded in or evidenced by a writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.”). Partial performance. Partial performance is an equitable exception to the statute of frauds, but the doctrine “requires more than just one party’s performance of some obligation under the alleged oral contract.” National Property Holdings, L.P. v. Wester gren , 453 S.W.3d 419, 426 n.2 (Tex. 2015). Under this exception, an oral contract to purchase real estate becomes enforceable if the purchaser: (1) pays the consideration; (2) takes possession of the property; and (3) makes permanent and valuable improvements on the property with the con sent of the seller, or, without such improvements, other facts are shown that

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