Sales and Leases | 9
The Statute of Frauds A contract for the sale of goods with a price of $500 or more is unenforceable without a writing that (1) suffices to indicate that the parties made a contract, (2) is signed by the party against whom enforcement is sought, and (3) states a quantity. The contract is unenforceable beyond the quantity stated in the writing. If the parties modify the contract, and the contract as modified falls within the statute of frauds, then the modified contract must satisfy the statute of frauds. 1. Written Confirmation in a Contract between Merchants Between merchants, special rules apply if one party sends the other a written confirmation of the contract, and the confirmation, for statute-of-frauds purposes, would suffice against the sender . If the confirmation is sent within a reasonable time, and the other party receives it and has reason to know of its contents, then the statute of frauds is satisfied as against the recipient . This rule does not apply, though, if within 10 days after the confirmation is received, written notice of objection to the confirmation’s contents is given.
2. Exception for Specially Manufactured Goods A contract failing the statute of frauds is nonetheless enforceable if:
the goods are specially manufactured for the buyer; the goods are not suitable for sale, other than to the buyer, in the ordinary course of the seller’s business; and the seller substantially begins to manufacture the goods, or makes commitments for their procurement, before receiving notice of repudiation and under circumstances reasonably indicating that the goods are for the buyer. 3. Exception for Judicial Admissions A valid contract subject to the statute of frauds is enforceable even without a writing if the defending party admits in court, for instance, in a pleading or in testimony, the existence of a contract for sale. The contract is enforceable only up to the quantity of goods admitted. 4. Exception for Part Performance A valid contract subject to the statute of frauds is enforceable, even without a writing, concerning goods (1) that have been both received and accepted or (2) that have been paid for, provided payment was accepted.
The Parol-Evidence Rule
UCC’s parol-evidence rule covers integrated terms, which consist of (1) terms on which the
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