To qualify under N.C. Gen. Stat. § 25-2-201(3)(c), the seller must deliver the goods and have them accepted by the buyer. Acceptance must be voluntary and unconditional and may be inferred from the buyer's conduct in taking physical possession of the goods or some part of them. The official comment to § 25-2-201 explains that for the buyer, he is required to deliver something that is accepted by the seller as such performance. Thus, part payment may be made by money or check, accepted by the seller. Under this standard, § 25-2-201(3)(c) presents questions of fact, which are questions for the jury, on the issue of acceptance.
The tobacco farmer entered into an oral agreement to purchase five barns located on the property owners' farm. The tobacco farmer already had possession of the barns under a rental agreement. The tobacco farmer gave the property owners a check for partial payment on the barns, but the property owners returned the check four days later and informed the tobacco farmer that they had sold the barns to another buyer.
Could an unsigned check meet the writing requirement under the statute of frauds where the parties appeared to accept such a result?
A jury found in favor of the tobacco farmer on his breach of contract claim. The court affirmed the trial court's denial of the property owners' motions for directed verdict and for judgment notwithstanding the verdict. The court agreed with the property owners that the personal check was not sufficient to constitute a writing under the statute of frauds, N.C. Gen. Stat. § 25-2-201(1) (1986), because it was not endorsed by the property owners. The court, however, concluded that there was substantial relevant evidence that the tobacco farmer "accepted" the purchased barns and that the property owners "accepted" the tobacco farmer's check, thus taking the contract out of the statute of frauds.