GA Code § 11-8-113 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 11-8-113. Statute of Frauds Inapplicable

 A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.    (Code 1981, §11-8-113, enacted by Ga. L. 1998, p. 1323, § 1.)   Cross references.   - Statute of frauds generally, § 13-5-30 et seq.   JUDICIAL DECISIONS   Editor's notes.   - In light of the similarity of the provisions, decisions under former Code 1933, § 109A-8-319 and former Code Section 11-8-319 are included in the annotations of this section.   Statute inapplicable.    - Because a stockholder did not seek to enforce an oral contract for the sale of securities, but sought to recover damages for the tortious deprivation of an interest in the corporation, which was already acquired and paid for, the Statute of Frauds in effect at the time of the claim had no bearing on the case. Monterrey Mexican Rest. of Wise, Inc. v. Leon, 282 Ga. App. 439, 638 S.E.2d 879 (2006), overruled on other grounds by Temple v. Hillegass, 344 Ga. App. 454, 810 S.E.2d 625 (2018).   Writing required to enforce parol contract.    - Some writing is required to enforce a parol contract absent any other factors specified. Patterson v. Professional Resources, Inc., 242 Ga. 459, 249 S.E.2d 248 (1978) (decided under former Code 1933, § 109A-8-319).    If existence of agreement is not reflected in writing, it is unenforceable. Southeastern Waste Treatment, Inc. v. Chem-Nuclear Sys., 506 F. Supp. 944 (N.D. Ga. 1980) (decided under former Code 1933, § 109A-8-319); Anderson Chem. Co. v. Portals Water Treatment, Inc., 768 F. Supp. 1568 (M.D. Ga. 1991), aff'd in part, rev'd in part, 971 F.2d 756 (11th Cir. 1992) (decided under former Code section § 11-8-319).   Writing as prerequisite for further inquiry by court as to agreement.   - Absent writing to indicate that contract has been made, a court will not inquire further into existence of any agreement. Southeastern Waste Treatment, Inc. v. Chem-Nuclear Sys., 506 F. Supp. 944 (N.D. Ga. 1980) (decided under former Code 1933, § 109A-8-319).   Unenforceable agreement.    - In the absence of delivery, payment or admission, an alleged agreement for the sale of securities is unenforceable unless its existence is reflected in writing. Turner v. MCI Telecommunications Corp., 203 Ga. App. 71, 416 S.E.2d 370 (1992) (decided under former § 11-8-319).   Writing required need only indicate existence of a contract.   - It does not suffice to produce a document which specifies certain terms, for the document must indicate that a contract has been made. However, it is not necessary that the writing itself be the contract, it need only indicate the existence of a contract. Southeastern Waste Treatment, Inc. v. Chem-Nuclear Sys., 506 F. Supp. 944 (N.D. Ga. 1980) (decided under former Code 1933, § 109A-8-319).   Letters for sale of securities not considered enforceable.    - Neither of the documents considered to be confirmations of an agreement were enforceable for the sale of securities to a potential buyer, where the letters articulated future acts and indefinite terms, thus summary judgment was granted in favor of the proposed seller of the securities. Turner v. MCI Telecommunications Corp., 203 Ga. App. 71, 416 S.E.2d 370 (1992) (decided under former § 11-8-319).   Divorce decree containing void property settlement.    - Even if property settlement agreement entered by parties were found to be void or unenforceable, a divorce decree incorporating it is binding upon husband in regard to legal rights of wife. Harper v. Harper, 231 Ga. 748, 204 S.E.2d 164 (1974) (decided under former Code 1933, § 109A-8-319).   Oral promise to inform investor of bonds' callable feature.    - An alleged oral promise to notify the buyer of municipal bonds as to the exercise of callable features was collateral to a contract for the sale of securities and therefore was governed by the general statute of frauds contained in O.C.G.A. § 13-5-30. Fowler v. Essex Co., 179 Ga. App. 597, 347 S.E.2d 348 (1986) (decided under former Code Section11-8-319).   Oral agreement involving non-monetary consideration.    - An oral agreement by an employer to transfer corporate stock to an employee for non-monetary consideration is not a "sale" within the meaning of former UCC § 8-319. Thompson v. Kohl, 216 Ga. App. 148, 453 S.E.2d 485 (1995) (decided under former § 11-8-319).   RESEARCH REFERENCES   Am. Jur. 2d.   - 15A Am. Jur. 2d, Commercial Code, §§ 89, 94.   C.J.S.   - 77A C.J.S., Sales, § 68 et seq.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 8-113.