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This entry was published on 2014-09-22
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Formal Requirements; Statute of Frauds
Uniform Commercial Code (UCC) CHAPTER 38, ARTICLE 2, PART 2
Section 2--201. Formal Requirements; Statute of Frauds.

(1) Except as otherwise provided in this section a contract for the
sale of goods for the price of $500 or more is not enforceable by way of
action or defense unless there is some writing sufficient to indicate
that a contract for sale has been made between the parties and signed by
the party against whom enforcement is sought or by his authorized agent
or broker. A writing is not insufficient because it omits or incorrectly
states a term agreed upon but the contract is not enforceable under this
paragraph beyond the quantity of goods shown in such writing.

(2) Between merchants if within a reasonable time a writing in
confirmation of the contract and sufficient against the sender is
received and the party receiving it has reason to know its contents, it
satisfies the requirements of subsection (1) against such party unless
written notice of objection to its contents is given within ten days
after it is received.

(3) A contract which does not satisfy the requirements of subsection
(1) but which is valid in other respects is enforceable

(a) if the goods are to be specially manufactured for the buyer

and are not suitable for sale to others in the ordinary

course of the seller's business and the seller, before notice

of repudiation is received and under circumstances which

reasonably indicate that the goods are for the buyer, has

made either a substantial beginning of their manufacture or

commitments for their procurement; or

(b) if the party against whom enforcement is sought admits in his

pleading, testimony or otherwise in court that a contract for

sale was made, but the contract is not enforceable under this

provision beyond the quantity of goods admitted; or

(c) with respect to goods for which payment has been made and

accepted or which have been received and accepted (Section


(4) Subsection one does not apply to a qualified financial contract as
that term is defined in paragraph two of subdivision b of section 5-701
of the general obligations law if either (a) there is, as provided in
paragraph three of subdivision b of section 5-701 of such law,
sufficient evidence to indicate that a contract has been made or (b) the
parties thereto, by means of a prior or subsequent written contract,
have agreed to be bound by the terms of such qualified financial
contract from the time they reach agreement (by telephone, by exchange
or electronic messages, or otherwise) on those terms.