Checking Self-Drafted Contracts Against West Virginia's Statute of Frauds

Attorney Answer

No lawyer can stamp a contract "compliant with West Virginia law" — that is not how contract law works. But there is one statutory trap you can check on all three yourself today: whether any of them is required to be a signed writing.

W. Va. Code § 55-1-1 is West Virginia's statute of frauds. It requires a signed writing for seven categories of agreement: a representation about another person's credit or character made to help that person obtain credit, money, or goods; a promise made after reaching majority to pay a debt contracted during infancy; a personal representative's promise to answer a debt out of his own estate; a promise to answer for the debt, default, or misdoings of another; an agreement made upon consideration of marriage; an agreement that is not to be performed within a year; and a bank, savings and loan, or credit union commitment to extend credit or lend more than $50,000 for non-agricultural business or commercial purposes.

Two of those catch ordinary self-drafted business agreements far more often than people expect: the one-year rule and the $50,000 lending commitment. If your business cooperation agreement runs longer than a year, or if any of the three includes one party guaranteeing another's debt, the writing has to be signed by the party you would need to enforce it against.

Contracts for the sale of land, or a lease of land for more than one year, are not in § 55-1-1. They are governed separately by W. Va. Code § 36-1-3, which likewise requires a writing signed by the party to be charged. If any of your three touches real property, that is the section to check against.

Everything else about validity — offer, acceptance, an exchange of consideration, terms definite enough to enforce — comes from case law, not a checklist statute. That is why review of a self-drafted contract is mostly about the terms, not the form. One caution on the independent contractor agreement in particular: whether someone is a contractor or an employee is decided by tax and workers' compensation authorities under their own tests, not by the label written into your document.

What you can do

1. For each of the three, ask whether it falls into a § 55-1-1 category — especially the one-year rule and any guarantee of another party's debt — and whether it involves land under § 36-1-3. If it does, make sure it is written and signed by the party you would sue. 2. Confirm the basics on every signature page: full legal entity names (not trade names), the signer's title and authority, and a date. 3. Read each one for the five terms disputes actually turn on: exactly what is being delivered, price and payment timing, term and how it ends, what counts as a breach and what happens then, and where a dispute gets decided. 4. Delete anything you copied from a template that you cannot explain in your own words — unexplained boilerplate is the most common source of surprise obligations. 5. Take all three to a West Virginia business attorney and ask for a flat-fee review of all three together. Ask specifically for a statute-of-frauds check, an enforceability opinion on the remedies clauses, and a classification review of the contractor agreement.