Sales and Leases | 66
term. The one exception is the quantity term; the contract is unenforceable beyond the quantity stated in the writing. [U.C.C. § 2-201(1) (1951); 2 Anderson U.C.C. § 2-201:28 (3d. ed.), Westlaw (database updated Dec. 2020).] 7. Dispute over Contractual Terms Distinguished The statute of frauds is simply inapplicable if the only dispute concerns the contract’s terms, as opposed to its enforceability. Similarly, in a dispute as to whether an additional term is part of the final contract, it is the battle-of-the-forms rules of § 2-207 that apply, not the statute of frauds. [2 Anderson U.C.C. §§ 2-201:27, 2-201:29 (3d. ed.), Westlaw (database updated Dec. 2020).] 8. Written Confirmation in a Contract between Merchants Special rules apply to contracts between merchants . Namely, one merchant may send 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 . There is one exception: the confirmation will not satisfy the statute of frauds as against the recipient if, within 10 days after the confirmation is received, written notice of objection to the confirmation’s contents is given. [U.C.C. § 2-201(2) (1951).] 9. Exception for Specially Manufactured Goods Even if a valid contract subject to the statute of frauds does not satisfy it, the contract is nonetheless enforceable if several requirements are met. For one, the goods must be (1) specially manufactured for the buyer and (2) not suitable for sale, to parties other than the buyer, in the ordinary course of the seller’s business. Additionally, the seller must substantially begin to manufacture the goods, or else make commitments for their procurement, (1) before receiving notice of repudiation (2) under circumstances reasonably indicating that the goods are for the buyer. [U.C.C. § 2-201(3)(a) (1951).] a. Manufacturing the Goods For purposes of the exception for specially manufactured goods, the seller need not actually produce the goods to be deemed to have manufactured them. Rather, it may suffice if the seller simply adapts the goods to the buyer’s unique requirements, thus rendering the goods unsellable in the ordinary course of the seller’s business. For example, the seller should be deemed to manufacture goods if the seller cuts them to the buyer’s specified size. [2 Anderson U.C.C. § 2-201:314 (3d. ed.), Westlaw (database updated Dec. 2020).]
Made with FlippingBook - Online Brochure Maker