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11. Exception for Judicial Admissions If a valid contract is subject to the statute of frauds, then it is enforceable even without a writing “if the party against whom enforcement is sought admits in his pleading, testimony[,] or otherwise in court that a contract for sale was made.” [U.C.C. § 2-201(3)(b) (1951).] These judicial admissions may also include admissions made in depositions or in the course of other types of discovery. However, even here, the contract is enforceable only up to the quantity of goods admitted. Thus, if the party admits no quantity, then the exception for judicial admissions cannot apply. [U.C.C. § 2-201(3)(b) (1951); 2 Anderson U.C.C. §§ 2-201:292, 2- 201:302 (3d. ed.), Westlaw (database updated Dec. 2020).] a. What Constitutes a Judicial Admission For there to be a judicial admission, it suffices, but is not strictly necessary, that the party state outright in court that there was a contract. An admission also can consist of any manifestation that reasonably communications the notion that the parties entered a contract. Generally, such a manifestation may convey facts from which one could reasonably conclude that the parties had a contract. But in any case, an admission must consist of a statement meant to be taken for its truth. In this vein, various procedural motions are deemed to admit facts in the complaint, but only for purposes of testing the complaint’s legal sufficiency. These procedural admissions are not judicial admissions for statute-of-frauds purposes. [ See 2 Anderson U.C.C. § 2-201:297 (3d. ed.), Westlaw (database updated Dec. 2020).] b. Voluntariness of Admission For a judicial admission to bring an oral contract out of the statute of frauds, the admission must, of course, be voluntary. Authorities have disagreed over whether a witness’s admission on the stand under cross-examination is voluntary, because the party is then testifying under oath before an adverse party. The better view seems to be that such an admission is voluntary, though there is some authority to the contrary. [ See 2 Anderson U.C.C. § 2-201:290 (3d. ed.), Westlaw (database updated Dec. 2020).] c. Unconditional and Unqualified Admission For a judicial admission to remove an entire oral contract from the statute of frauds, the admission must generally be unconditional and unqualified. For instance, a party may admit that a contract existed, but only as to goods that were actually delivered and not to any goods yet to be delivered. In this case, the contract will be removed from the statute of frauds only as it pertains to goods actually delivered. [2 Anderson U.C.C. § 2-201:291 (3d. ed.), Westlaw (database updated Dec. 2020).]
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