2023 New York Laws › GOB - General Obligations › Article 5 - Creation, Definition and Enforcement of Contractual Obligations › Title 7 - Requirements of Writing, Execution or Acknowledgment for Effectiveness or Enforceability › 5-701 - Agreements Required to Be in Writing.

§ 5-701. Agreements  required  to  be  in writing. a. Every agreement,
promise or undertaking is void, unless it or  some  note  or  memorandum
thereof  be  in  writing,  and  subscribed  by  the  party to be charged
therewith, or by  his  lawful  agent,  if  such  agreement,  promise  or
undertaking:
1. By its terms is not to be performed within one year from the making
thereof  or  the  performance of which is not to be completed before the
end of a lifetime;
2. Is a special promise to answer for the debt, default or miscarriage
of another person;
3. Is made in consideration of marriage,  except  mutual  promises  to
marry;
5.  Is  a  subsequent  or  new  promise  to  pay  a debt discharged in
bankruptcy;
6. Notwithstanding section 2-201 of the uniform  commercial  code,  if
the  goods  be sold at public auction, and the auctioneer at the time of
the sale, enters in a sale book, a memorandum specifying the nature  and
price  of  the  property  sold,  the  terms of the sale, the name of the
purchaser, and the name of the person on  whose  account  the  sale  was
made,  such memorandum is equivalent in effect to a note of the contract
or sale, subscribed by the party to be charged therewith;
9. Is  a  contract  to  assign  or  an  assignment,  with  or  without
consideration to the promisor, of a life or health or accident insurance
policy,  or a promise, with or without consideration to the promisor, to
name a beneficiary of any such policy. This provision shall not apply to
a policy of industrial life or health or accident insurance.
10. Is a  contract  to  pay  compensation  for  services  rendered  in
negotiating  a  loan,  or  in  negotiating the purchase, sale, exchange,
renting or leasing of any real estate  or  interest  therein,  or  of  a
business opportunity, business, its good will, inventory, fixtures or an
interest therein, including a majority of the voting stock interest in a
corporation  and  including  the  creating  of  a  partnership interest.
"Negotiating" includes procuring an  introduction  to  a  party  to  the
transaction  or  assisting  in  the  negotiation  or consummation of the
transaction. This provision shall apply to a contract implied in fact or
in law to pay reasonable compensation but shall not apply to a  contract
to  pay  compensation  to  an  auctioneer, an attorney at law, or a duly
licensed real estate broker or real estate salesman.
b. Notwithstanding paragraph one of subdivision a of this section:
1. An agreement, promise, undertaking or contract, which is  valid  in
other  respects  and is otherwise enforceable, is not void for lack of a
note, memorandum or other writing and is enforceable by way of action or
defense provided that such agreement, promise, undertaking  or  contract
is  a  qualified  financial contract as defined in paragraph two of this
subdivision and (a) there is, as provided in  paragraph  three  of  this
subdivision,  sufficient  evidence  to indicate that a contract has been
made, or (b) the parties thereto, by means  of  a  prior  or  subsequent
written contract, have agreed to be bound by the terms of such qualified
financial  contract from the time they reach agreement (by telephone, by
exchange of electronic messages, or otherwise) on those terms.
2. For purposes of this subdivision, a "qualified financial  contract"
means  an  agreement  as  to  which  each  party thereto is other than a
natural person and which is:
(a) for the purchase and sale of foreign exchange,  foreign  currency,
bullion,  coin  or precious metals on a forward, spot, next-day value or
other basis;
(b) a contract (other than a contract for the purchase and sale  of  a
commodity for future delivery on, or subject to the rules of, a contract

market  or  board  of  trade)  for the purchase, sale or transfer of any
commodity or any similar good,  article,  service,  right,  or  interest
which  is  presently  or in the future becomes the subject of dealing in
the  forward contract trade, or any product or byproduct thereof, with a
maturity date more than two days after the date the contract is  entered
into;
(c)  for  the  purchase  and  sale  of currency, or interbank deposits
denominated in United States dollars;
(d) for a currency option, currency swap or cross-currency rate swap;
(e) for a commodity swap or a commodity option (other than  an  option
contract  traded  on,  or  subject  to the rules of a contract market or
board of trade);
(f) for a rate swap, basis  swap,  forward  rate  transaction,  or  an
interest rate option;
(g)  for a security-index swap or option or a security (or securities)
price swap or option;
(h) an agreement which involves any other similar transaction relating
to a price or index (including, without limitation, any  transaction  or
agreement  involving  any  combination of the foregoing, any cap, floor,
collar or similar transaction with respect to a rate,  commodity  price,
commodity index, security (or securities) price, security-index or other
price index);
(i)  for  the  assignment,  sale,  trade, participation or exchange of
indebtedness or claims relating thereto arising in  the  course  of  the
claimant's   business  or  profession  (including  but  not  limited  to
commercial and/or bank loans, choses  in  action  arising  under  or  in
connection with loan agreements and private notes, and including forward
sales),  but only to the extent that such indebtedness or obligation was
not incurred by a natural  person  primarily  for  personal,  family  or
household purposes; or
(j) an option with respect to any of the foregoing.
3. There is sufficient evidence that a contract has been made if:
(a)  There is evidence of electronic communication (including, without
limitation, the recording of a telephone call or  the  tangible  written
text  produced  by computer retrieval), admissible in evidence under the
laws of this state, sufficient to indicate that in such communication  a
contract was made between the parties;
(b)  A  confirmation in writing sufficient to indicate that a contract
has been made between the parties and sufficient against the  sender  is
received  by  the party against whom enforcement is sought no later than
the fifth business day after such contract is made (or such other period
of time as the parties may agree in writing) and  the  sender  does  not
receive, on or before the third business day after such receipt (or such
other  period  of  time  as  the  parties may agree in writing), written
objection to a material term of the confirmation; for purposes  of  this
subparagraph,  a confirmation or an objection thereto is received at the
time there has been actual receipt by an individual responsible for  the
transaction  or,  if  earlier,  at  the time there has been constructive
receipt which is the time actual receipt by  such  an  individual  would
have  occurred if the receiving party, as an organization, has exercised
reasonable diligence; and a "business day"  for  the  purposes  of  this
subparagraph  is  a  day  on which both parties are open and transacting
business of the kind involved in that qualified financial contract which
is the subject of the confirmation;
(c) The party  against  whom  enforcement  is  sought  admits  in  its
pleading, testimony or otherwise in court that a contract was made; or
(d)  There  is  a  note,  memorandum  or  other  writing sufficient to
indicate that a contract has been made, signed by the party against whom
enforcement is sought or by its authorized agent or broker.
For purposes of this paragraph evidence of an electronic communication
indicating   the  making  therein  of  a  contract  or  a  confirmation,
admission, note, memorandum or writing is not  insufficient  because  it
omits  or  incorrectly states one or more material terms agreed upon, so
long as such evidence provides a reasonable basis for concluding that  a
contract was made.
4.  For  purposes  of  this  subdivision,  the  tangible  written text
produced by telex, telefacsimile, computer retrieval or other process by
which electronic signals are transmitted by telephone or otherwise shall
constitute a writing and any symbol executed or adopted by a party  with
the  present  intention  to  authenticate  a  writing shall constitute a
signing. The  confirmation  and  notice  of  objection  referred  to  in
subparagraph   (b)  of  paragraph  three  of  this  subdivision  may  be
communicated by means of telex, telefacsimile, computer or other similar
process by which electronic signals  are  transmitted  by  telephone  or
otherwise, provided that a party claiming to have communicated in such a
manner  shall, unless the parties have otherwise agreed in writing, have
the burden of establishing actual or constructive receipt by  the  other
party  as  set  forth  in  subparagraph  (b)  of paragraph three of this
subdivision.