240992310 UCC 2 201 Statute of Frauds Flowchart PDF

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Statute of Frauds §2-201 A contract for the sale of goods in not enforceable unless there is: (1) “some writing sufficient 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 insufficient because it “omits or incorrectly states a term.” §2-201(1). Signature: Need not be a hand signature, but “any authentication which identifies 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 seller’s 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.

Merchant Requirements for the Statute of Frauds §2-201(2) If a confirmation of the contract sufficient against the sender (signed with a quantity term) is sent within a reasonable time, it satisfies 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 confirmation is received. Note: Such a confirmation 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....