that the agreement must contain reference to the quantity of securities and price thereof.
Plaintiff's contention that the agreement is void because not in writing is without merit. It is black-letter law that an agreement satisfying the statute of frauds may be evidenced by piecing together various writings of which only one need be signed by the party against whom enforcement is sought so long as it is referable to the same transaction as the other documents. The New York Court of Appeals' language in Crabtree v. Elizabeth Arden Sales Corp., 305 N.Y. 48, 110 N.E.2d 551 (1953), is the classic statement of the New York rule:
All of [the terms] must be set out in the various writings presented to the court, and at least one writing, the one establishing a contractual relationship between the parties, must bear the signature of the party to be charged, while the unsigned document must on its face refer to the same transaction as that set forth in the one that was signed.
305 N.Y. at 55-56, 110 N.E.2d at 554. More recently, in Henry L. Fox Co., Inc. v. William Kaufman Organization, Ltd., 74 N.Y.2d 136, 544 N.Y.S.2d 565, 542 N.E.2d 1082 (1989), the Court of Appeals explained as follows:
The purpose of Statutes of Frauds is to avoid fraud by preventing the enforcement of contracts that were never in fact made. Generally the statute is satisfied by some note or memorandum signed by the party to be charged that is adequate to establish an agreement when considered in light of the admitted facts and surrounding circumstances. Given proof of agreement by such evidence, its particular terms may be furnished by piecing together other, related writings.
544 N.Y.S.2d at 567. See also Restatement of the Law: Contracts 2d § 132 (memorandum satisfying statute of frauds "may consist of several writings if one of the writings is signed and the writings in the circumstances clearly indicate that they relate to the same transaction").
Plaintiff's endorsement and deposit of the February 1988 check, in conjunction with Komarow's explicit letter and payment schedule (D. Ex. 3), was sufficient to satisfy the statute of frauds. This first check was annotated "Stock Repurchase" and its amount, $ 2,108.33, matched to the penny the amount due that month according to the complete schedule enclosed. The subsequent checks were also endorsed and negotiated by plaintiff, with their various annotations and references to the remaining balance, and were also clearly referable to Defendants' Exhibit 3. They, and the additional correspondence from Komarow (D. Exs. 4 and 6) only add to the already sufficient body of writings, which are connected both expressly and "by the internal evidence of subject-matter and occasion." Crabtree v. Elizabeth Arden Sales Corp., 305 N.Y. at 54, 110 N.E.2d at 553. See, e.g., Marcella v. ARP Films, Inc., 778 F.2d 112, 116 (2d Cir. 1985); Great Destinations, Inc. v. Transportes Aeros Portugueses S.A.R.L., 460 F. Supp. 1160, 1163 (S.D.N.Y. 1978); Pollack v. Nemet Motors, Inc., 167 A.D.2d 153, 561 N.Y.S.2d 457 (1st Dep't 1990); Aloisi v. Coin Phones, Inc., 157 A.D.2d 688, 549 N.Y.S.2d 787 (2d Dep't 1990) (in specific reference to UCC § 8-319); Kardis v. Lennon, 135 A.D.2d 613, 522 N.Y.S.2d 191 (2d Dep't 1987). As discussed above, these writings show all the essential terms of the contract: plaintiff would receive, in full satisfaction of all monies owed to him by the practice, $ 52,000 plus 7.5% interest through 24 monthly payments. The amount of principal, the amount of interest and the date to be paid were shown for each.
Plaintiff's citation to Pettigrew v. Denwalt, 431 P.2d 333 (Okla. 1967), apparently the only case to support him that he finds "closely analogous" to the facts here, is misplaced. In that case the Oklahoma court found that four checks endorsed by the plaintiffs were insufficient to satisfy the statute of frauds to create a five-year lease agreement on two properties rather than a one-year lease because the only check endorsed by the plaintiff who was the sole owner of one of the properties allegedly leased was annotated to refer only to a one-year lease for one specific year. The other checks had been endorsed only by that plaintiff's husband, who was joint owner with her of the second property, in which they resided. In rejecting the defendant's claim of a leasehold as to this property, the court moreover relied on an Oklahoma statute that provided that no lease could be created on a homestead without a writing signed by both a husband and wife. Rather than support for plaintiff's position herein, a search of other jurisdictions reveals that, to the contrary, in cases analogous to this one, the courts have uniformly found endorsement and negotiation of checks referable to the claimed transaction adequate to satisfy the statutes of frauds in circumstances even less compelling. See, e.g., Jones v. Olsen, 80 Ill. App. 3d 1016, 400 N.E.2d 665, 36 Ill. Dec. 245 (Ill. App. 1980); Favour v. Joseff, 16 Ariz. App. 470, 494 P.2d 370 (Ariz. App. 1972); Jinright v. Russell, 123 Ga. App. 706, 182 S.E.2d 328 (Ga. App. 1971).
As indicated, Lande reached an accord and satisfaction with the defendants as reflected in Defendants' Exhibit 3. The total shown therein of $ 55,300 was in full satisfaction of all claims Lande has made in this action.
The parties are to submit a proposed judgment in accordance with this opinion within ten days hereof that will include the manner payment will take of the balance due to plaintiff. If agreement on the form of judgment cannot be reached, the court is to be contacted prior to the expiration of the ten-day period.
Dated: New York, New York
September 17, 1992
SHARON E. GRUBIN
United States Magistrate Judge