CONTRACTS - AGENCY - STATUTE OF FRAUDS - SATISFACTION OF THE STATUTE OF FRAUDS BY A MEMORANDUM SIGNED BY AN AGENT ACTING FOR A PARTIALLY DISCLOSED PRINCIPAL

Authors

Michigan Law Review, University of Michigan Law School

Abstract

Plaintiff engaged a Michigan corporation to negotiate the purchase for him of certain shares of stock. The corporation obtained the promise of defendant to sell the stock to the corporation as agent for an undisclosed principal. The corporation, acting as the agent for an undisclosed vendor (defendant), sent a written confirmation of the sale to the plaintiff and sent a similar memorandum to the defendant which was signed by the corporation as agent for an undisclosed vendee (plaintiff). The next day defendant notified the corporation that he refused to deliver the shares. Plaintiff brought a suit in equity for the specific performance of the contract on the ground that these shares would give him actual control of a corporation. Defendant demurred, claiming the contract was unenforceable under the Michigan equivalent of section 17 of the statute of frauds. Held, that the memorandum was sufficient to satisfy the statute, the court placing its decision squarely on the Restatement of Agency rule to the effect that a memorandum signed by an agent, whether for a disclosed, undisclosed, or partially disclosed principal is sufficient to bind the principal, though the agent be not bound. Dodge v. Blood, 299 Mich. 364, 300 N. w. I2I (1941).

Recommended Citation

Michigan Law Review, CONTRACTS - AGENCY - STATUTE OF FRAUDS - SATISFACTION OF THE STATUTE OF FRAUDS BY A MEMORANDUM SIGNED BY AN AGENT ACTING FOR A PARTIALLY DISCLOSED PRINCIPAL, 40 Mich. L. Rev. 900 (1942).
Available at: https://repository.law.umich.edu/mlr/vol40/iss6/10