Statute of Frauds
2-201
A contract for the sale of goods in not enforceable unless there is:
(1) some writing sufcient to indicate that a contract for sale has been made between
the parties (or that the writing afford a basis for believing that the offered oral evidence
rests on a real transaction. 2-201 Comment 1).
(2) Signed by the party being enforced against.
(3) Include a quantity term (need not be accurate but can only be enforced up to that
quantity). 2-201 Comment 1.
Note: A writing is not insufcient because it omits or incorrectly states a term. 2-201(1).
Signature: Need not be a hand signature, but any authentication which identies the
party to be charged. 2-201 Comment 1; any symbol executed or adopted with present
intention to adopt or accept a writing. 1-201(b)(37).
Exceptions to the Statute of Frauds:
2-201(3)
(1) (a)If the goods are being specially manufactured for the buyer and cannot be
sold in the sellers ordinary course of business; (b) before learning of repudiation
the seller has reasonably indicated that the goods are for the buyer; (c)
substantially begun manufacture or procurement. 2-201(3)(a).
(2) If the party whom enforcement is sought has admitted that a contract was
formed, but only to the quantity admitted. 2-201(3)(b).
(3) Goods which have been paid for or accepted, constitutes and unambiguous
admission by both parties that a contract exist, but only enforceable to the
amount delivered or paid. 2-201(3)(c); 2-201 Comment 2. See acceptance of
goods chart.
Merchant Requirements for the Statute of Frauds
2-201(2)
If a conrmation of the contract sufcient against the sender (signed
with a quantity term) is sent within a reasonable time, it satises the
Statute of Frauds if (a) opened; or (b) received and the recipient has
reason to know of its contents.
UNLESS
Written notice of objection is given within 10 days after the
conrmation is received.
Note: Such a conrmation of an oral agreement only removes a
Statute of Frauds defense, and still requires proof that the contract
was made orally, and proof that its terms were the same under
2-207. See formation chart.
