U.C.C. § 2-201 — Formal Requirements; Statute of Frauds

Editorial note. Section 2-201 succeeds the sales provision of the Statute of Frauds, 29 Car. 2, c. 3, § 17 (1677), as embodied in § 4 of the Uniform Sales Act (1906). The Code preserved the substantive requirement while relaxing the formalities to reflect modern mercantile practice.

Editorial note. A contract for the sale of goods for $500 or more is not enforceable by way of action or defense unless there is a writing sufficient to indicate that a contract for sale has been made, signed by the party against whom enforcement is sought, and specifying a quantity.

Editorial note. Section 2-201(2) — merchant confirmation: a writing in confirmation of the contract sent within a reasonable time and received binds the receiving merchant absent objection within ten days. Section 2-201(3) — (a) specially manufactured goods; (b) admission in pleading, testimony, or otherwise in court; (c) partial performance to the extent of goods received and accepted or paid for.

Editorial note. Coordinated with the general definitions of § 1-201 ('signed,' 'writing') and with § 2-207 on the formation of contracts by confirmation and by exchange of writings.

Editorial note. Section 2-201 is the modern American statute of frauds for goods. Its exceptions have narrowed the writing requirement compared with the classical English rule while preserving its evidentiary and cautionary functions.

Editorial note. Extensively litigated. Leading questions include: what constitutes a 'writing'; whether email or SMS satisfies the signature requirement; the scope of the merchant-confirmation exception; and the effect of a pleading admission.

Editorial note. See U.C.C. § 1-201 (definitions of 'writing' and 'signed'); § 2-207 (additional terms); Statute of Frauds, 29 Car. 2, c. 3 (1677); Restatement (Second) of Contracts §§ 110, 130, 139.

Editorial note. Any contract for the sale of goods at or above the state-enacted threshold requires a signed writing sufficient to indicate that a contract has been made, unless an enumerated exception applies. Practitioners must confirm both the threshold and the enacted exceptions in the governing State.