Section 1624 of the California Civil Code specifies a number of agreements that are invalid unless they, or some "note or memorandum thereof", are in writing and signed by the party to be charged or the party's agent. One of the agreements specified in the statute is "an agreement authorizing or employing an agent, broker, or any other person to purchase or sell real estate, or to lease real estate for a longer period than one year, or to procure, introduce, or find a purchaser or seller of real estate or a lessee or lessor of real estate where the lease is for a longer period than one year, for compensation or a commission".

on as a contractual agreement. The idea that corporate constituent documents (certificates of incorporation and bylaws) is not new to either the Delaware or California courts. See Airgas, Inc. v. Air Prod. & Chemicals, Inc., 8 A.3d 1182, 1188 (Del. 2010)cited with approval inBushansky v. Soon-Shiong, 23 Cal. App. 5th 1000, 1005 (2018). See also Wong v. Restoration Robotics, Inc., 78 Cal. App. 5th 48, 61, 293 (2022), review denied (July 27, 2022) (quotingBushansky).If charter documents are contracts, they are certainly unusual. A decade ago, for example, I queried if bylaws are contracts, where is the boilerplate? The same question might also be applied to the articles of incorporation. Another question might be whether charter documents fall under the statute of frauds. California's general statute of frauds provides a list of agreements that are invalid "unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or by the party's agent". Cal. Civ. Code § 1624. Leaving aside the questions whether charters fall within the categories identified in the statute and whether some exception(s) may be available, there is a question of whether charters are signed by the party to be charged. The California General Corporation Law does require that articles of incorporation be signed, but not by the corporation itself. Cal. Corp. Code § 200. Rather, the statute requires the articles to be signed by the incorporator or the initial directors, if named in the articles. Cf. 8 Del. Code § 103. There is no requirement that the bylaws be signed by the corporation itself, although it is common practice for the corporate secretary to sign an attestation as to their adoption.If the corporation intends to enforce an article provision against a shareholder and the statute of frauds applies, the question will be whether the shareholder has subscribed to it. In some cases, it may be that a shareholder has signed a separate agreement, such as a subscription or share

The California statute of frauds is rather limited in its scope, but still provides a layer of protection for banks. Cal. Civ. Code §1624(a)(7).These statutes address oral communication, like a phone call or a meeting. However, in our hi-tech world, particularly in the time of COVID-19, many of the communications between a lender and a borrower are by email.

Under California law, certain contracts are “invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or by the party’s agent.” Cal Civ Code § 1624(a). The contracts falling within the statute include, inter alia, (i) an agreement that will not be fully performed within one year, (ii) an agreement to loan money or extend credit for non-consumer purposes[1] in an amount greater than $100,000 and (iii) a promise to answer for the debt, default, or miscarriage of another, except in certain instances specified within Civil Code section 2794.