CARPENTER, Judge.

Paul Muntjan (“Defendant”) appeals from the trial court’s judgment, awarding

money damages from Defendant to Smith Debnam Narron Drake Saintsing & Myers, LLP (“Plaintiff”). Defendant argues the judgment is unsupported by a legal theory.

Specifically, Defendant argues the judgment is unsupported by breach of contract or quantum meruit. After careful review, we agree with Defendant and reverse the trial court’s judgment.

I. Factual & Procedural Background

This case concerns a contract dispute involving three parties: a construction-

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business owner, the business owner’s father, and a law firm. Nick Muntjan is the business owner, Defendant is Nick’s father, and Plaintiff is the law firm. In sum, Plaintiff performed legal services for Nick, and Plaintiff eventually sued Defendant to collect fees for its services. On 16 August 2019, Nick initially met with Brian Saintsing, a partner at Plaintiff. Defendant accompanied Nick to the meeting. At the meeting, the parties did not discuss the cost of Plaintiff’s services. Saintsing, however, testified that Defendant promised to pay for Plaintiff’s services. Specifically, Saintsing testified as follows: “Paul, the father, volunteered that he would be responsible for the fees in addition to his son because his son was experiencing financial difficulty and did not have the wherewithal to pay for a defense of any litigation that might be brought.” Defendant denied saying this. More specifically, Defendant denied “promis[ing] at that meeting with Mr. Saintsing that [he] would pay [his] son’s legal bills.” Despite the disputed substance of the discussion, the purpose of the meeting was clear: Nick needed legal representation, and he sought Plaintiff’s help. On 17 September 2019, Plaintiff mailed and emailed Nick an engagement letter, which stated that “[u]pon receipt of the signature page and the retainer, we will begin work in this matter.” The engagement letter listed Plaintiff’s hourly rate and how Nick would be billed. Nick and Defendant both testified, however, that they never received the letter. Some of Nick’s former clients eventually sued him on 9 December 2019, and SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

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Defendant forwarded the complaint to Plaintiff on 18 December 2019. Despite not receiving a signed engagement letter, Plaintiff began working for and billing Nick. And Plaintiff received payments toward Nick’s balance, but those payments were made through Defendant’s credit card. Defendant and Nick testified that Defendant did not make the payments; he merely allowed Nick to use his credit card as a loan. These payments are reflected in Plaintiff’s invoices, which also detail Plaintiff’s hourly rate, time worked, and total charges. On 12 May 2020, Plaintiff emailed Nick, stating that portions of his bill were past due. On 4 June 2020, Plaintiff again emailed Nick about his overdue bill. On 6 June 2020, Nick responded and asked Plaintiff to “CC” Defendant on future correspondence. Correspondence between Plaintiff and Defendant included the following, all via email. Defendant: stated that it “was important to us to always pay our valued partners quickly for their services”; sent Plaintiff the complaint filed against Nick and asked how “we can best work together in this regard”; questioned whether a payment was missing from an invoice; and asked if discovery could be limited in order to keep costs down. Defendant ended each of these emails with either “Paul” or “Paul Muntjan.” On 31 March 2021, Plaintiff attempted to collect its past-due bills by suing Defendant, rather than Nick. On 3 November 2022, after a bench trial, the trial court entered a $13,528.06 judgment against Defendant. The trial court concluded that Defendant breached an “original promise” to Plaintiff. In other words, the trial court SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

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concluded that Defendant breached a contract with Plaintiff, and the contract need not be written to be enforceable. Defendant timely filed notice of appeal on 23 November 2022. II. Jurisdiction This Court has jurisdiction under N.C. Gen. Stat.§ 7A-27(b)(2) (2021). III. Issue The issue on appeal is whether the trial court erred in holding Defendant liable to Plaintiff for services provided for Defendant’s son. The two underlying issues concerning the propriety of the trial court’s judgment are whether Plaintiff has a valid claim for (1) breach of contract or (2) quantum meruit. IV. Standard of Review We review a trial court’s conclusions of law de novo. Luna ex rel. Johnson v. Div. of Soc. Servs., 162 N.C. App. ^[1], 4, 589 S.E.2d 917, 919 (2004). Under a de novo review, “‘the court considers the matter anew and freely substitutes its own judgment’ for that of the lower tribunal.” State v. Williams, 362 N.C. 628, 632–33, 669 S.E.2d 290, 294 (2008) (quoting In re Greens of Pine Glen, Ltd. P’ship, 356 N.C. 642, 647, 576 S.E.2d 316, 319 (2003)). V. Analysis A. Breach of Contract & the Statute of Frauds Defendant argues the trial court erred because he and Plaintiff never formed a valid contract, and even if they did, the contract was unenforceable under the SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

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statute of frauds. Rather than analyzing contract formation, we will begin with Plaintiff’s second argument. We will assume, without deciding, that the parties formed a valid contract, and we will discern whether the contract satisfies the statute of frauds. After careful review, we conclude that even if the parties formed a valid contract, it is unenforceable because it fails the statute of frauds. A “statute of frauds” requires certain contracts be written and signed to be enforceable. See Durham Consol. Land & Improv. Co. v. Guthrie, 116 N.C. 381, 384, 21 S.E. 952, 953 (1895) (explaining that the statute of frauds requires “that the contract shall be in writing and signed by ‘the party to be charged therewith’”). North Carolina’s statute of frauds is codified in Chapter 22 of our General Statutes. See N.C. Gen. Stat §§ 22-1 to -5 (2021). Section 22-1 states: No action shall be brought . . . to charge any defendant upon a special promise to answer the debt, default or miscarriage of another person, unless the agreement upon which such action shall be brought, or some memorandum or note thereof, shall be in writing, and signed by the party charged therewith or some other person thereunto by him lawfully authorized. Id. § 22-1. In other words, an enforceable contract to pay another’s debt must be in writing and be signed by the party charged. Id. A contract to pay another’s debt is a “guaranty,” and the “guarantor” is the party who promises to pay. See Foote & Davies, Inc. v. Arnold Craven, Inc., 72 N.C. App. 591, 593–94, 324 S.E.2d 889, 891–92 (1985). 1. Collateral Promise or Original Promise: Whether Defendant’s Promise SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

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Was a Guaranty A “collateral promise” is a guaranty, but an “original promise” is not. See Burlington Indus., Inc. v. Foil, 284 N.C. 740, 754, 202 S.E.2d 591, 601 (1974). Our courts have distinguished the two categories this way: If “credit was extended directly and exclusively to the promisor, then the promise is considered original and not within the statute of frauds.” Id. at 754, 202 S.E.2d at 601. But if any credit was extended to a party other than the promisor, the promise is collateral and within the statute of frauds. Id. at 754, 202 S.E.2d at 601. Put another way, if only the promisor is liable for the promise, the promise is original; but if another party is also liable for the promise, the promise is collateral. See id. at 754, 202 S.E.2d at 601. Here, Saintsing stated that Defendant “volunteered that he would be responsible for the fees in addition to his son because his son was experiencing financial difficulty and did not have the wherewithal to pay for a defense of any litigation that might be brought.” Defendant did not simply promise to pay; he promised to pay in addition to Nick. So a party other than Defendant—Nick—was also liable under the contract. See id. at 754, 202 S.E.2d at 601. Therefore, the contract was a guaranty, and the trial court erred when it concluded that Defendant made an “original promise.” See id. at 754, 202 S.E.2d at 601. 2. The Main Purpose Rule A guaranty, however, may still avoid the statute of frauds if the main-purpose rule applies. Id. at 748, 202 S.E.2d at 597. The main-purpose rule applies to a SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

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guaranty if its main purpose is to benefit the guarantor. Id. at 748, 202 S.E.2d at 597. But a parent–child relationship, without more, does not trigger the main- purpose rule. See Ebb Corp. v. Glidden, 322 N.C. 110, 110, 366 S.E.2d 440, 441 (1988) (adopting the dissenting opinion from this Court as its own); Ebb Corp. v. Glidden, 87 N.C. App. 366, 373, 360 S.E.2d 808, 811 (1987) (Becton, J., dissenting) (“[T]he parent-child relationship is not sufficient in and of itself to take an oral promise by a parent to pay a child’s debts outside the Statute of Frauds by applying the main purpose doctrine.”). Here, Defendant promised to pay Nick’s debt, and Nick is Defendant’s son. No other evidence suggests that the main purpose of the guaranty was to benefit Defendant, so the main-purpose rule does not apply, and the statute of frauds does. Therefore, the trial court erred when it concluded Defendant’s promise need not be written to be enforceable. See Ebb Corp., 322 N.C. at 110, 366 S.E.2d at 441. 3. Signed “Memorandum or Note Thereof” Having concluded that the statute of frauds applies to the contract, we must now discern whether any correspondence between Plaintiff and Defendant is a signed “memorandum” of the contract. See N.C. Gen. Stat § 22-1. “In order to constitute an enforceable contract within the statute of frauds, the written memorandum, though it may be informal, must be sufficiently definite to show the essential elements of a valid contract.” Smith v. Joyce, 214 N.C. 602, 604, 200 S.E. 431, 433 (1939). Price, parties, and the goods or services to be exchanged SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

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are essential elements of a contract. Connor v. Harless, 176 N.C. App. 402, 405, 626 S.E.2d 755, 757 (2006). A written correspondence may satisfy the statute of frauds if it “sufficiently refer[s] to some writing in which the terms are set out and which itself contains all the requisites of a valid contract or memorandum under the statute.” Winders v. Hill, 144 N.C. 614, 618–19, 57 S.E. 456, 457 (1907).1 When looking for sufficient written memoranda, “separate writings may be considered together to satisfy the statute of frauds requirement.” Crocker v. Delta Grp., Inc., 125 N.C. App. 583, 586, 481 S.E.2d 694, 696 (1997). And concerning the requisite signature, email signatures generally suffice. See Powell v. City of Newton, 200 N.C. App. 342, 348, 684 S.E.2d 55, 60 (2009) (citing N.C. Gen. Stat. §§ 66-312(9), -315(b)). Here, all emails sent by Defendant end with his name, which satisfies the signature requirement. See id. at 348, 684 S.E.2d at 60. The question is whether the substance of Defendant’s emails contains “the essential elements of a valid contract.” See Smith, 214 N.C. at 604, 200 S.E. at 433. The text of Defendant’s emails lacks the price of Plaintiff’s services, so the text of Defendant’s emails lacks an essential element. See Connor, 176 N.C. App. at 405, 626 S.E.2d at 757. But Defendant’s emails may still satisfy the statute of frauds if they refer to a SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

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memorandum that includes the essential contract elements. See Winders, 144 N.C. at 618–19, 57 S.E. at 457. Here, several of Defendant’s emails explicitly refer to Plaintiff’s invoices. The invoices provide the price and provided-service terms of the contract because they include the services provided by Plaintiff and the price of the services. See Connor, 176 N.C. App. at 405, 626 S.E.2d at 757. Because this dispute involves a guaranty, however, the invoices must show that Defendant promised to pay. Here, the invoices only refer to “Nick” as the customer, not Defendant. Nor do the invoices state any promise by Defendant to pay Nick’s invoices. Therefore, the invoices lack an essential term of the guaranty—the alleged paying party, Defendant. See id. at 405, 626 S.E.2d at 757. One of Defendant’s emails, though, bears repeating in full. Defendant sent the following email to Plaintiff and signed it as “Paul Muntjan”: Received your email as addressed to son Nick regarding the case and request for prompt payment. It is important to us to always pay our valued partners quickly for their services rendered[,] so rest assured your invoice will be turned around immediately and a check sent upon receipt. Please note as of this date no invoice has been received. As a reminder, please [e]nsure any and all invoices are sent to my email due to my travel schedule. The question is whether this email, coupled with other emails and invoices, is enough to “show the essential elements of” the guaranty. See Smith, 214 N.C. at 604, 200 S.E. at 433. Defendant spoke in passive, vague terms. Defendant said Plaintiff’s invoice “will be turned around immediately,” but he did not promise that he, SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

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personally, would pay. Defendant said that “no invoice has been received,” but he did not say that he, personally, was expecting the invoice. Taken as a whole, Defendant’s emails imply that he agreed to pay for Nick’s legal bills, and indeed the trial court found that Defendant verbally promised to do so. But while spoken words and implications can form a contract, see Snyder v. Freeman, 300 N.C. 204, 217, 266 S.E.2d 593, 602 (1980), they cannot satisfy the statute of frauds, see Winders, 144 N.C. at 618–19, 57 S.E. at 457.2 Defendant’s emails are not “sufficiently definite to show the essential elements of a valid contract” because they do not express a clear, written promise by Defendant that he would pay Plaintiff. See Smith, 214 N.C. at 604, 200 S.E. at 433. Therefore, Defendant’s guaranty is not enforceable, and the trial court erred by concluding otherwise. In sum, we conclude that because the guaranty between Plaintiff and Defendant is not memorialized and signed by Defendant, it is not enforceable against Defendant. See N.C. Gen. Stat § 22-1. B. Quantum Meruit Lastly, we must discern whether the trial court’s judgment was supported by quantum meruit, “an equitable principle” that allows recovery without an enforceable SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

ARROWOOD, J., dissenting SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

ARROWOOD, J., dissenting SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP V. MUNTJAN

ARROWOOD, J., dissenting