Sales and Leases | 63
Generally, these contracts (including option contracts for the sale of goods) are unenforceable, by way of claim, counterclaim, or defense, without a writing meeting certain requirements. Namely, the writing must (1) suffice to indicate that the parties made a contract between them and (2) be signed by the party against whom enforcement is sought (or else by her authorized broker or agent). The writing may suffice even if it omits or misstates an agreed-upon term (including a material term). Even so, the contract is not enforceable beyond the quantity of goods stated in the writing. There are, of course, exceptions to these general rules. [U.C.C. § 2-201(1), cmt. 1 (1951); 2 Anderson U.C.C. §§ 2-201:18, 2-201:72, 2-201:174 (3d. ed.), Westlaw (database updated Dec. 2020).] 1. Writing Satisfying Statute of Frauds To satisfy the statute of frauds, a writing need only (1) be evidence of a contract for the sale of goods (that is, afford a basis to believe that the parties indeed entered a sales contract), (2) be signed by the party against whom enforcement is sought, and (3) state a quantity. Beyond these requirements, the writing need not take any particular form. Indeed, the writing can consist of any information intentionally reduced to some tangible form. Examples of writings held sufficient include:
a handwritten, signed contract; a signed offer accepted in writing;
a signed purchase invoice or bill of sale; a writing scrawled in crayon on paper; a letter confirming an oral contract and stating, among other terms, a quantity; and anemail.
[U.C.C. § 2-207, cmt. 1 (1951); 2 Anderson U.C.C. §§ 2-201:110, 2-201: 111 (3d. ed.), Westlaw (database updated Dec. 2020).]
Example : A car dealer and a buyer orally agreed that the dealer would sell the buyer a sports car for $43,000 and that the buyer would that day put down a $1,350 deposit toward the purchase price. The buyer signed and tendered to the seller a check in that amount. A notation on the check read “per agreement to buy one [description of sports car], price $43,000.” As against the buyer, the check is a writing sufficient to satisfy the statute of frauds. The buyer signed the check, and the notation on the check indicates an agreement for the buyer to purchase the sports car for $43,000. The notation also clearly indicates that the quantity of sports cars is one. [ Adapted from Pollack v. Nemet Motors, Inc. , 167 A.D.2d 153 (N.Y. App. Div. 1990).]
Made with FlippingBook - Online Brochure Maker