Bazak Intern. Corp. v. Mast Indus., Inc.

73 N.Y.2d 113

 

RULE:

Parol evidence, even in affidavit form, is immaterial to the threshold issue whether the documents are sufficient on their face to satisfy the Statute of Frauds. Consideration of parol evidence in assessing the adequacy of writing for Statute of Frauds purposes would otherwise undermine the very reason for a Statute of Frauds in the first instance. That issue must be determined from the documents themselves, as a matter of law

FACTS:

A breach of contract action presented the question of whether annotated purchase order forms that had been signed by a buyer, sent to a seller, and retained without objection, fell within the merchant's exception satisfying the statutory requirement of a writing even without the seller's signature. The court found that the lower court erred in dismissing the buyer's action under the Statute of Frauds. Taken as a whole, there was sufficient evidence that the writings rested on a real transaction, and therefore satisfied the Statute of Frauds. Handwritten notations on the purchase order forms provided a basis for believing that the documents were in furtherance of a previous agreement. The terms set forth were highly specific, and their content reflected an agreement that had been reached between the parties.

ISSUE:

Whether annotated purchase order forms that had been signed by a buyer, sent to a seller, and retained without objection, fell within the merchant’s exception satisfying the statutory requirement of a writing even without the seller’s signature?

ANSWER:

Yes.

CONCLUSION:

The lower court erred in dismissing the buyer’s action under the Statute of Frauds. There was sufficient evidence that the writings rested on a real transaction, and therefore satisfied the Statute of Frauds. Handwritten notations on the purchase order forms provided a basis for believing that the documents were in furtherance of a previous agreement.

 

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