Every first-year law student learns that the Statute of Frauds is a defense to certain oral contracts. When a plaintiff brings a breach of contract claim based on an oral agreement, the Statute of Frauds will often defeat it. But what if a plaintiff brings a quasi-contractual claim based on an arrangement or course of conduct between the parties, or a claim for promissory estoppel?

New York courts have consistently held that a plaintiff may not "circumvent" the Statute of Frauds through artful pleading of a quasi-contractual "arrangement" instead of asserting breach of an oral contract. But in practice, claims for unjust enrichment, quantum meruit, and promissory estoppel often succeed where a claim for breach of an oral contract fails, overcoming a Statute of Frauds defense.

'Circumventing' the Statute of Frauds Is Not Permitted. While a plaintiff is free to raise alternative causes of action, a quasi-contractual cause of action is only permitted "in the absence of an actual agreement between the parties." See Georgia Malone & Co. v. Rieder, 19 N.Y.3d 511, 516 (2012). It follows, then, that a quasi-contractual cause of action or promissory estoppel cause of action is not permitted where it is based on "an actual agreement."