§ 2-201 — Formal Requirements; Statute of Frauds

New York § 2-201

• Jurisdiction: New York
• Law UCC: Uniform Commercial Code
• Part 2: Form, Formation and Readjustment of Contract
• Art. 2: Sales

Text

Section 2--201. Formal Requirements; Statute of Frauds.\n * (1) Except as otherwise provided in this section a contract for the\nsale of goods for the price of $500 or more is not enforceable by way of\naction or defense unless there is some writing sufficient to indicate\nthat a contract for sale has been made between the parties and signed by\nthe party against whom enforcement is sought or by his authorized agent\nor broker. A writing is not insufficient because it omits or incorrectly\nstates a term agreed upon but the contract is not enforceable under this\nparagraph beyond the quantity of goods shown in such writing.\n * NB Effective until June 3, 2026\n * (1) Except as otherwise provided in this section a contract for the\nsale of goods for the price of $500 or more is not enforceable by way of\naction or defense unless there is a record sufficient to indicate that a\ncontract for sale has been made between the parties and signed by the\nparty against whom enforcement is sought or by the party's authorized\nagent or broker. A record is not insufficient because it omits or\nincorrectly states a term agreed upon but the contract is not\nenforceable under this subsection beyond the quantity of goods shown in\nthe record.\n * NB Effective June 3, 2026\n * (2) Between merchants if within a reasonable time a writing in\nconfirmation of the contract and sufficient against the sender is\nreceived and the party receiving it has reason to know its contents, it\nsatisfies the requirements of subsection (1) against such party unless\nwritten notice of objection to its contents is given within ten days\nafter it is received.\n * NB Effective until June 3, 2026\n * (2) Between merchants if within a reasonable time a record in\nconfirmation of the contract and sufficient against the sender is\nreceived and the party receiving it has reason to know its contents, it\nsatisfies the requirements of subsection (1) against the party unless\nnotice in a record of objection to its contents is given within ten days\nafter it is received.\n * NB Effective June 3, 2026\n (3) A contract which does not satisfy the requirements of subsection\n(1) but which is valid in other respects is enforceable\n (a) if the goods are to be specially manufactured for the buyer\n and are not suitable for sale to others in the ordinary\n course of the seller's business and the seller, before notice\n of repudiation is received and under circumstances which\n reasonably indicate that the goods are for the buyer, has\n made either a substantial beginning of their manufacture or\n commitments for their procurement; or\n (b) if the party against whom enforcement is sought admits in his\n pleading, testimony or otherwise in court that a contract for\n sale was made, but the contract is not enforceable under this\n provision beyond the quantity of goods admitted; or\n (c) with respect to goods for which payment has been made and\n accepted or which have been received and accepted (Section\n 2--606).\n (4) Subsection one does not apply to a qualified financial contract as\nthat term is defined in paragraph two of subdivision b of section 5-701\nof the general obligations law if either (a) there is, as provided in\nparagraph three of subdivision b of section 5-701 of such law,\nsufficient evidence to indicate that a contract has been made or (b) the\nparties thereto, by means of a prior or subsequent written contract,\nhave agreed to be bound by the terms of such qualified financial\ncontract from the time they reach agreement (by telephone, by exchange\nor electronic messages, or otherwise) on those terms.\n