§ 2201 — Formal requirements; statute of frauds

(a) General rule.--Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

(b) Writing confirming contract between merchants.--Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (a) against the party unless notice in a record of objection to its contents is given within ten days after it is received.

(c) Enforceability of contracts not satisfying general requirements.--A contract which does not satisfy the requirements of subsection (a) but which is valid in other respects is enforceable:

(1) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the business of the seller and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement;

(2) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or

(3) with respect to goods for which payment has been made and accepted or which have been received and accepted (section 2606).

(d) Qualified financial contracts.--Subsection (a) does not apply to a qualified financial contract, as defined in section 1206(c)(1) (relating to statute of frauds for kinds of personal property not otherwise covered), if either:

(1) there is, as provided in section 1206(c)(3), sufficient evidence to indicate that a contract has been made; or

(2) the parties, by means of a prior or subsequent written contract, have agreed to be bound by the terms of the qualified financial contract from the time they reach agreement (by telephone, by exchange of electronic messages or otherwise) on those terms.

Legislative History

(May 22, 1996, P.L.248, No.44, eff. imd.; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment.Act 41 amended subsecs. (a) and (b). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. 1996 Amendment.Act 44 added subsec. (d). See section 14(c) of Act 44 in the appendix to this title for special provisions relating to applicability to qualified financial contracts. References in Text.Section 1206, referred to in this section, was repealed and added by the act of April 16, 2008 (P.L.57, No.13). Present section 1206 relates to presumptions. Cross References.Section 2201 is referred to in sections 2209, 2326 of this title.