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Unlike the parol evidence rule, which “determines the enforceable and incontrovertible terms of an integrated written agreement,” the statute of frauds “merely serve[s] an evidentiary purpose.” As the drafters of the Second Restatement of Contracts explained: “The primary purpose of the Statute is evidentiary, to require reliable evidence of the existence and terms of the contract and to prevent enforcement through fraud or perjury of contracts never in fact made. The contents of the writing must be such as to make successful fraud unlikely, but the possibility need not be excluded that some other subject matter or person than those intended will also fall within the words of the writing. Where only an evidentiary purpose is served, the requirement of a memorandum is read in the light of the dispute which arises and the admissions of the party to be charged; there is no need for evidence on points not in dispute.” (Rest.2d Contracts, § 131, com. c, p. 335, italics added; accord, Seaman's Direct Buying Service, Inc. v. Standard Oil Co., supra, 36 Cal.3d at pp. 764-765.)


When ambiguous terms in a memorandum are disputed, extrinsic evidence is admissible to resolve the uncertainty. (In re ...

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