Writing exceptions: Which of the following is an exception to the signed writing requirement?

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The rule being tested is that certain contracts must be in writing to be enforceable, but there are recognized exceptions where an otherwise oral agreement can still be enforced without a separate signed writing. Among those, three common exceptions show up: corporate arrangements, waiver after full disclosure, and emergencies or impracticable circumstances.

Corporate arrangements work because signatures and authority within a corporate structure can satisfy the writing requirement. If a contract is entered into in the name of a corporation and the authorized corporate official signs, that signing can bind the company even if there isn’t a standalone, hand-signed contract document in the usual form. The corporate records and the official’s authority provide the necessary written evidence of the agreement’s terms and the party bound.

Waiver after full disclosure is based on the idea that if one side fully understands the terms and the dispute is not raised as a lack of writing, and that side accepts the contract’s performance or benefits, the defense of missing writing is waived. In practice, once both sides proceed to perform in reliance on the agreement, the writing requirement does not prevent enforcement.

Emergency or impracticable circumstances recognize that in urgent or highly impractical cases, insisting on a signed writing could produce injustice or undue hardship. When immediate action is needed and obtaining a signed writing isn’t feasible, the contract may still be enforced to prevent inequitable results.

Because each of these scenarios represents a valid path to enforce an agreement despite the absence of a separate signed writing, all of the above are considered exceptions.