Ucc Article 2 - Statute Of Frauds

Front 1

What is the Article 2 Statue of Frauds?

Back 1

K for the sale of goods for 500$ of more is unenforceable unless contained in a writing sufficient to indicate that a contract has been made, and signed by the party to be charged, or signed by its authorized agent or broker

Front 2

What constitutes signature?

Back 2

Signature, any authentication which identified the parties to be charged (a letterhead or invoice)

Front 3

What is necessary for the writing to be sufficient?

Back 3

A writing is sufficient even if it omits or incorrectly states an agreed term. The only indespensible term required in the signed writing is quantiity. The contract is not enforceable beyond the quantity of goods shown in the writing. A sale of Goods contract is enforceable even if
1. nothing was said as to price
2. price is left to be agreed upon but the parties fail to agree on the price
3. The price is to be fixed by some agreed market set by a third person, but no price is fixed.

because a reasonable price at the time of delivery will be fixed by the code :

Front 4

What if the terms call for price fixed buyer or seller, doesn't this create potential for abuse?

Back 4

If the price is to be fixed by the buyer or the seller, then it must be fixed in good faith

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purpose of SOF

Back 5

purpose is to prevent perjury on claims of 500$ or more

Front 6

Exception to SOF
SWAMP

The S

Back 6

S- Contracts for specially manufactured goods.

The elements of such a contract are 1. Circumstances indicating the goods were made for the buyer.
2. The seller was made a substantial beginning or has made a commitment for their procurement,
3. The goods are not suitable for resale to others in the ordinary course of the seller's business.

A manufacturer ordering raw materials is not a substantial since the materials can be used by the manufacturer for other orders.

Front 7

W
Waiver

Back 7

SOF is an affirmative defense that the defendant must assert in the answer.

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A

Back 8

Judicial admission of the contract:

If the party against whom enforcement is sough judicially admits the existence of the oral contract in her pleadings, her deposition, or her trial testimony, then this waives, ths statute of frauds, but only to the extent of the quantity admitted.

Front 9

M -

Back 9

Merchant memorandum - Oral contracts between two merchants are enforceable if, within a reaosnable time after contracting, either merchant confirms the oral contract in writing and the other merchant does not object within 10 days after receipt.
The writing does not need to refer to the agreement or state that it was sent to confirm an earlier oral agreement.

If the merchants memo contains additional terms to those originally agreed to orally, and those terms would materially alter the original contract, then those terms do not become part of the contract.

Front 10

P -

Back 10

Part performance -

Oral sales contract is enforceable to the extent of the defendant's performance. To the extent the plaintiff seller shipped the goods, or the plaintiff buyer paid for goods, which payment was accepted by the seller.

If the good sold is a single obejct (e.g. a painting or a machine, then
1. The buyers part payment or acceptance of the good, or 2. The sellers acceptance of part payment, or 3 the sellers delivery of that good, then the performing parties performance prevents SOF.

Front 11

Requirements contract

Back 11

- Obligates the buyer to get everything he needs from the seller.

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Outputs contract

Back 12

Obligates a seller to use its best efforts to supply goods to the buyer, and the buyer to use its best efforts to promote the sale or use of the sellers goods

Front 13

Obligations under requiremnet or putput

Back 13

Party cannot escape its obligations under either type of contract by claiming

Front 14

In requirement contract

Back 14

It is not bad faith or a breach for a buyer to reduce its orders to nothing when the buyers orders falls off, but it would be bad faith for the buyer to buy the goods elsewhere more cheaply when the price drops.