Ark. Code Ann. § 4-2-201 (2026)
Formal requirements — Statute of frauds
- Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars ($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.
- Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within ten (10) days after it is received.
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A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable
- if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
- if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
- with respect to goods for which payment has been made and accepted or which have been received and accepted (§ 4-2-606).
History. Acts 1961, No. 185, § 2-201; A.S.A. 1947, § 85-2-201.
Research References
ALR.
Construction of statute of frauds exception under UCC § 2-201(2) for confirmatory writing between merchants. 82 A.L.R.4th 709.
Satisfaction of Statute of Frauds by E-mail. 110 A.L.R.5th 277.
Ark. L. Rev.
Evolving Sales Law: Highlights of the Shifting Landscape of Arkansas Purchasing Law, 57 Ark. L. Rev. 835.
You've Got Mail … But Do You Have a Contract?: Does an E-Mail Satisfy the Arkansas Statute of Frauds?, 60 Ark. L. Rev. 707.
Case Notes
Applicability.
Oral agreement between real estate broker and builder whereby builder was to pay broker commission of five percent for any building contracts which broker might obtain for builder was not a contract for sale of goods so as to fall within the provisions of this section. Brown v. Lee, 242 Ark. 122, 412 S.W.2d 273 (1967).
The statute of frauds does not apply to contracts which may be completely performed on one side when nothing remains to be done during a period longer than one year, except for the payment of compensation. Lake Village Implement Co. v. Cox, 252 Ark. 224, 478 S.W.2d 36 (1972).
Since this section applies only to contracts for the sale of goods, where tiles to be installed were obtained by tile setter, contract was not for “sale of goods” but was primarily a personal service contract and thus this section was inapplicable. Robertson v. Ceola, 255 Ark. 703, 501 S.W.2d 764 (1973).
Where lessee paid lessor after sales contract was executed and lessor accepted payment, the contract was taken out of the statute of frauds. Montwood Corp. v. Hot Springs Theme Park Corp., 766 F.2d 359 (8th Cir. 1985).
Under Arkansas law a farmer is not a merchant, and since the Uniform Commercial Code specifically provides that a confirmation is valid only between merchants, it would not apply to take the contract out of the statute of frauds where the confirmation is between a farmer and a merchant. Dickson v. Delhi Seed Co., 26 Ark. App. 83, 760 S.W.2d 382 (1988).
The Arkansas Uniform Commercial Code contemplates that parties may enter into oral agreements that are subsequently confirmed in writing; hence, where a manufacturer had historically paid for materials supplied pursuant to purchase orders with a supplier, despite the supplier's failure to comply with the orders' term requiring written confirmation, it was reasonable to consider the purchase orders confirmed oral contracts. Bio-Tech Pharmacal, Inc. v. Int'l Bus. Connections, LLC, 86 Ark. App. 220, 184 S.W.3d 447 (2004).
Summary judgment was improperly granted in favor of company where buyer's report evinced a prior oral agreement between the buyer and the company; the report satisfied the merchants' exception as a writing in confirmation of the contract, which removed the alleged contract from the Statute of Frauds. Harvest Rice, Inc. v. Fritz & Mertice Lehman Elevator & Dryer, Inc., 365 Ark. 573, 231 S.W.3d 720 (2006).
Defenses.
A defense founded upon the statute of frauds cannot be raised for the first time on appeal. McMillan Feeder Fin. Corp. v. Stephens, 240 Ark. 167, 398 S.W.2d 535 (1966).
Electronic Mail.
Language in buyer's e-mail did not constitute a sufficient writing for purposes of the statute of frauds because it did not evince an agreement between retailer/buyer and importer/seller on price markdowns. General Trading Int'l, Inc. v. Wal-Mart Stores, Inc., 320 F.3d 831 (8th Cir. 2003).
Enforceable Contract.
Trial court erred under subdivision (3)(c) of this section in finding that no valid contract existed between a buyer and a machine seller because there was a meeting of the minds as to the basic terms of the contract; there were competent parties, subject matter, consideration, agreement, and mutual obligation. Bowen v. Gardner, 2013 Ark. App. 52, 425 S.W.3d 875 (2013).
Promissory Estoppel.
Buyer was prevented from asserting defense of statute of frauds because of the doctrine of promissory estoppel. Ralston Purina Co. v. McCollum, 271 Ark. 840, 611 S.W.2d 201 (1981).
Because the UCC states that the principles of law and equity, including estoppel, supplement the code unless displaced by a particular provision, the doctrine of promissory estoppel may be asserted by one party to an oral contract for the sale of goods, to prevent the other party from asserting the defense of the statute of frauds. Dickson v. Delhi Seed Co., 26 Ark. App. 83, 760 S.W.2d 382 (1988).
Cited: Cook Grains, Inc. v. Fallis, 239 Ark. 962, 395 S.W.2d 555 (1965); Cargill, Inc. v. Weston, 520 F.2d 669 (8th Cir. 1975).