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Under U.C.C. § 2-201(1), except as otherwise provided in the 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 some writing 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 his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.
Seller Mast Industries, Inc. (Mast) offered to sell certain knitted textiles (goods) to purchaser Bazak International Corp. (Bazak). The parties negotiated the terms of an oral agreement, pursuant to which Bazak was to purchase the goods from Mast at a price of $ 103,330. Approximately one week later, pBazak sent Mast five purchase orders, prepared by Bazak and bearing Bazak's signature. These orders allegedly confirmed in writing the terms of the oral agreement. When Mast did not deliver the subject goods, Bazak commenced an action against seller Mast to recover damages for breach of contract and fraud. In response, Mast moved, pursuant to CPLR 3211 (a) (1), (7), to dismiss the complaint for failure to state a cause of action, based upon a documentary evidence defense. The court denied the motion. The seller appealed.
Was there an enforceable agreement between the parties that could serve as the basis for the seller’s liability for the alleged breach?
In reversing the trial court's judgment denying the seller's motion to dismiss, the court held that the language in the written purchase order specified only that the documents constituted an offer to contract. Because the purchaser did not accept the documents by signing them, the court held that they were insufficient to satisfy the merchant confirmation provision in the statute of frauds. The court then held that the purchaser's fraud claim was not actionable because the only fraud charged related to the underlying breach of contract.