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A confirming writing that satisfies S.C. Code Ann. § 36-2-201(2) does not prove the terms of the contract but merely eliminates a statute of frauds defense. The recipient's failure to object to the confirming memorandum does not render its terms incontrovertible. The party seeking to enforce the contract still has the burden of proving the contract terms.
The parties entered into verbal agreement for the sale of restaurant equipment, but discussed only an approximate price. An invoice was delivered with the equipment, but appellant buyer did not read the invoice upon acceptance of the goods and did not contest the invoice price until more than 90 days after delivery. Respondent seller brought suit to recover the invoice price of the equipment. The trial court granted summary judgment for respondent seller, holding that under S.C. Code Ann. § 36-2-201(2)(1976), a writing in confirmation of a contract satisfied the requirements of the statute of frauds unless written notice of objection was given within 10 days after receipt. The appellant buyer sought review of the decision.
Was the invoice price binding on appellant buyer because of buyer’s failure to object under S.C. Code Ann. § 36-2-201(2)(1976)?
The court reversed the decision of the trial court, holding that a writing that satisfied the statute did not prove contract terms but merely eliminated a statute of frauds defense. Appellant buyer's failure to object to the invoice did not render the terms incontrovertible. Respondent seller still had the burden of proving the contract terms. The contract price was a material fact in issue. Additionally, the several thousand dollar difference between the invoice price and the quoted price was a material alteration that did not become part of the contract.