The Statute of Frauds and International Sales Contracts The Convention on Contracts for the International Sale of Goods (CISG) provides rules that govern international salescontracts between citizens of countries that have ratified the convention (agreement). Article 11 of the CISG does not incorporate any Statute of Frauds provisions. Rather, it states that a "contract for sale need not be concluded in or evidenced by writing and is not subject to any other requirements as to form."

Article 11 accords with the legal customs of most nations, which no longer require contracts to meet certain formal or writing requirements to be enforceable. Ironically, even England, the nation that enacted the original Statute of Frauds in 1677, has repealed all of it except the provisions relating to collateral promises and to transfers of interests in land. Many other countries that once had such statutes have also repealed all or parts of them. Civil law countries, such as France, have never required certain types of contracts to be in writing. Obviously, without a writing requirement, contracts can take any form.

Fact Pattern

Tom Cruise invested in a business that specializes in selling Mission Impossible memorabilia, and the venture has been profitable for him as more and more Mission Impossible movies are made.

However, in one transaction (an oral agreement with a vendor), he tried to buy 5 million of Mission Impossible related goods, but the seller changed his mind at the last minute and decided to put everything back on the plane and fly away. This did not make Tom Cruise very happy and he tried to stop the plane from leaving but had little success.

Once Tom Cruise was able to get off the plane, he called you because you are still serving as his personal attorney. Tom Cruise wants to file a lawsuit, seeking performance of the agreement but you explain to him the concept of the Statute of Frauds and how it does not exist in the country where he tried to buy the goods. You also explain to him the difficulty of proving the existence of oral agreements.

Question Presented

Putting the lawsuit aside for the moment, what kind of practical legal and business advice would you give to Tom Cruise if he finds himself in a similar situation again? Assuming the Statute of Frauds does not exist, how would you recommend Tom Cruise go about protecting himself in the transaction?