(1) Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is a record 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 the party's authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon, but the contract is not enforceable under this subsection (1) beyond the quantity of goods shown in the record.
(2) Between merchants, if within a reasonable time a record 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) of this section against the party unless notice in a record of objection to its contents is given within ten days after it is received.
(3) A contract which does not satisfy the requirements of subsection (1) of this section but which is valid in other respects is enforceable:
(a) 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
(b) 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
(c) With respect to goods for which payment has been made and accepted or which have been received and accepted (section 4-2-606).
Source: L. 65: p. 1302, § 1. C.R.S. 1963: § 155-2-201. L. 2023: (1) and (2) amended, (SB 23-090), ch.136, p. 527, § 7, effective August 7.
Cross references: For what constitutes acceptance of goods, see § 4-2-606.
Notes of Decisions
Univex Int'l, Inc. v. Orix Credit All., Inc., 914 P.2d 1355 (Colo. 1996).
· cites it 48× “§ 4-2-201, 2 C.R.S. (1992). On July 28, 1993, the trial court entered its order granting summary judgment against Univex as to the claims of promissory estoppel and breach of contract.”
Colorado Carpet Installation, Inc. v. Palermo, 668 P.2d 1384 (Colo. 1983).
· cites it 41× “” Official Comment 2 to section 4-2-201 states that “ ‘[p]artial performance’ as a substitute for the required memorandum can validate the contract only for the goods which have been accepted or for which payment has been made and accepted.”
Scoular Co. v. Denney, 151 P.3d 615 (Colo. Ct. App. 2006).
· cites it 12× “We reach this latter conclusion, despite Denney's assertion that any contract would be unenforceable because of a failure to meet the ordinary requirements of § 4-2-201(1), C.R.S.2006, Colorado's version of the statute of frauds provision of the UCC.”
Colorado-Kansas Grain Co. v. Reifschneider, 817 P.2d 637 (Colo. Ct. App. 1991).
· cites it 12× “Concerning the formation and enforceability of a contract, Article 2 of the UCC, relating to sales, states at § 4-2-201(1), C.R.S., in relevant part, as follows: “[A] contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action…”
Am. Pride Co-op v. Seewald, 968 P.2d 139 (Colo. Ct. App. 1998).
· cites it 12× “Section 4-2-201(1), C.R.S.1998. However, under the so-called “merchant exception” to the statute of frauds set forth in §4-2-201(2), C.”
Lockhart v. Elm, 736 P.2d 429 (Colo. Ct. App. 1987).
· cites it 8× “It also found that the alleged agreement between the parties did not comply with § 4-2-201, C.R.S., because it was not in writing.”
Colorado Carpet Installation, Inc. v. Palermo, 647 P.2d 686 (Colo. Ct. App. 1982).
· cites it 9× “Defendants contend that plaintiff’s claim is barred by the application of § 4-2-201, C.R.S.1973 (the statute of frauds), in that the contract was for the sale of goods with a value in excess of $500 and was not signed by the party to be charged.”
Persichini v. Brad Ragan, Inc., 735 P.2d 168 (Colo. 1987).
· cites it 2× “1983) (“primary purpose” test adopted in determining whether contract was for sale of goods or performance of services for purposes of section 4-2-201(1), 2 C.R.S. (1973), which requires a “writing” for sale of goods for price of $500 or more); St.”
Univex Int'l, Inc. v. Orix Credit All., Inc., 902 P.2d 877 (Colo. Ct. App. 1995).
· cites it 3× “The trial court granted the motion on the grounds that the lack of a signed contract precluded both claims pursuant to the Colorado Uniform Commercial Code version of the statute of frauds, § 4-2-201, C.R.S. (1992 RepLVol. 2), made applicable to a sale of secured goods by §…”
McClanahan v. Am. Gilsonite Co., 494 F. Supp. 1334 (D. Colo. 1980).
“*1349 The plaintiffs’ warranty theories are based on the sales provisions of Article 2 of the Uniform Commercial Code as adopted in Colorado, sections 4-2-201, et seq., C.R.S. 1973 (1979 Cum.”
— Colo. Rev. Stat. § 4-2-201(1) — 8 cases
Colorado Carpet Installation, Inc. v. Palermo, 668 P.2d 1384 (Colo. 1983).
“” Official Comment 2 to section 4-2-201 states that “ ‘[p]artial performance’ as a substitute for the required memorandum can validate the contract only for the goods which have been accepted or for which payment has been made and accepted.”
Scoular Co. v. Denney, 151 P.3d 615 (Colo. Ct. App. 2006).
“We reach this latter conclusion, despite Denney's assertion that any contract would be unenforceable because of a failure to meet the ordinary requirements of § 4-2-201(1), C.R.S.2006, Colorado's version of the statute of frauds provision of the UCC.”
Univex Int'l, Inc. v. Orix Credit All., Inc., 914 P.2d 1355 (Colo. 1996).
“§ 4-2-201, 2 C.R.S. (1992). On July 28, 1993, the trial court entered its order granting summary judgment against Univex as to the claims of promissory estoppel and breach of contract.”
Persichini v. Brad Ragan, Inc., 735 P.2d 168 (Colo. 1987).
“1983) (“primary purpose” test adopted in determining whether contract was for sale of goods or performance of services for purposes of section 4-2-201(1), 2 C.R.S. (1973), which requires a “writing” for sale of goods for price of $500 or more); St.”
Am. Pride Co-op v. Seewald, 968 P.2d 139 (Colo. Ct. App. 1998).
“Section 4-2-201(1), C.R.S.1998. However, under the so-called “merchant exception” to the statute of frauds set forth in §4-2-201(2), C.”
— Colo. Rev. Stat. § 4-2-201(2) — 5 cases
Scoular Co. v. Denney, 151 P.3d 615 (Colo. Ct. App. 2006).
“We reach this latter conclusion, despite Denney's assertion that any contract would be unenforceable because of a failure to meet the ordinary requirements of § 4-2-201(1), C.R.S.2006, Colorado's version of the statute of frauds provision of the UCC.”
Univex Int'l, Inc. v. Orix Credit All., Inc., 914 P.2d 1355 (Colo. 1996).
“§ 4-2-201, 2 C.R.S. (1992). On July 28, 1993, the trial court entered its order granting summary judgment against Univex as to the claims of promissory estoppel and breach of contract.”
Colorado-Kansas Grain Co. v. Reifschneider, 817 P.2d 637 (Colo. Ct. App. 1991).
“Concerning the formation and enforceability of a contract, Article 2 of the UCC, relating to sales, states at § 4-2-201(1), C.R.S., in relevant part, as follows: “[A] contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action…”
Am. Pride Co-op v. Seewald, 968 P.2d 139 (Colo. Ct. App. 1998).
“Section 4-2-201(1), C.R.S.1998. However, under the so-called “merchant exception” to the statute of frauds set forth in §4-2-201(2), C.”
— Colo. Rev. Stat. § 4-2-201(3)(a) — 3 cases
Colorado Carpet Installation, Inc. v. Palermo, 668 P.2d 1384 (Colo. 1983).
“” Official Comment 2 to section 4-2-201 states that “ ‘[p]artial performance’ as a substitute for the required memorandum can validate the contract only for the goods which have been accepted or for which payment has been made and accepted.”
Colorado Carpet Installation, Inc. v. Palermo, 647 P.2d 686 (Colo. Ct. App. 1982).
“Defendants contend that plaintiff’s claim is barred by the application of § 4-2-201, C.R.S.1973 (the statute of frauds), in that the contract was for the sale of goods with a value in excess of $500 and was not signed by the party to be charged.”
— Colo. Rev. Stat. § 4-2-201(3)(c) — 7 cases
Colorado Carpet Installation, Inc. v. Palermo, 668 P.2d 1384 (Colo. 1983).
“” Official Comment 2 to section 4-2-201 states that “ ‘[p]artial performance’ as a substitute for the required memorandum can validate the contract only for the goods which have been accepted or for which payment has been made and accepted.”
Lockhart v. Elm, 736 P.2d 429 (Colo. Ct. App. 1987).
“It also found that the alleged agreement between the parties did not comply with § 4-2-201, C.R.S., because it was not in writing.”
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