Mich. Comp. Laws » Michigan Compiled Laws / Chapter 440 / Act 174 of 1962
Michigan Compiled Laws

Mich. Comp. Laws § 440.2201 (2026)

Formal requirements; statute of frauds.

✓ current as of July 2026
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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.2201 Formal requirements; statute of frauds.

Sec. 2201.

    (1) Except as otherwise provided in this section, a contract for the sale of goods for the price of $1,000.00 or more is not enforceable by way of action or defense unless there is a 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 or her 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 subsection beyond the quantity of goods shown in the writing.

    (2) 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 the party unless written notice of objection to its contents is given within 10 days after it is received.

    (3) A contract that does not satisfy the requirements of subsection (1) but is valid in other respects is enforceable in any of the following circumstances:

    (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 that reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement.

    (b) If the party against whom enforcement is sought admits in his or her pleading or testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this section beyond the quantity of goods admitted.

    (c) With respect to goods for which payment has been made and accepted or that have been received and accepted under section 2606.

History: 1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2002, Act 15, Imd. Eff. Feb. 21, 2002

Notes of Decisions
Cited in 79 cases (19 in the last 5 years), 1967–2026 · leading case: Auburn Sales, Inc. v. Cypros Trading & Shipping, Inc., 898 F.3d 710 (6th Cir. 2018).
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Auburn Sales, Inc. v. Cypros Trading & Shipping, Inc., 898 F.3d 710 (6th Cir. 2018). · cites it 8× “) For the breach of contract claim, the district court determined that the Michigan statute of frauds, found at Mich. Comp. Laws § 440.2201 , barred the claim because "[n]either party asserts that there was a written agreement" and Auburn Sales failed to establish that it had an…”
H&H Wholesale Servs., Inc. v. Kamstra Int'l, 373 F. Supp. 3d 826 (E.D. Mich. 2019). · cites it 6× “Under § 440.2201, "a contract for the sale of goods .”
Lorenz Supply Co. v. Am. Stand., Inc., 39 U.C.C. Rep. Serv. (West) 1169 (Mich. 1984). · cites it 4× “The Official Comment to § 2-201 provides, in part: "The required writing need not contain all the material terms of the contract and such material terms as are stated need not be precisely stated. All that is required is that the writing afford a basis for believing that the…”
Uni-Prods., Inc. v. Bearse (In Re Uni-Prods., Inc.), 153 B.R. 764 (Bankr. E.D. Mich. 1993). · cites it 28× “With exceptions to be discussed infra, Mich.Comp.Laws § 440.2201(1) provides that “a contract for the sale of goods for the price of $500.”
Rasheed v. Chrysler Corp., 517 N.W.2d 19 (Mich. 1994). · cites it 2× “, Restatement Contracts, 2d, § 204, pp 96-97, which provides: When the parties to a bargain sufficiently defined to be a contract have not agreed with respect to a term which is essential to a determination of their rights and duties, a term which is reasonable in the…”
Iverson Indus., Inc. v. Metal Mgmt. Ohio, Inc., 525 F. Supp. 2d 911 (E.D. Mich. 2007). · cites it 4× “” Mich. Comp. Laws § 440.2201 (1). There is an exception “[w]ith respect to goods for which payment has been made and accepted or that have been received and accepted under [ Mich.”
Zurcher v. Herveat, 605 N.W.2d 329 (Mich. Ct. App. 2000). · cites it 2× “UCC 2-201; MCL 440.2201; MSA 19.2201. While the form of the statute has remained essentially unchanged over the centuries, judicial interpretation has undergone considerable evolution.”
Rokicsak v. Colony Marine Sales & Serv., Inc., 219 F. Supp. 2d 810 (E.D. Mich. 2002). · cites it 4× “§ 440.2201 instructs: 1. Only three definite and invariable requirements as to the memorandum are made by this subsection.”
Sherry Trost v. Zachary Trost, 525 F. App'x 335 (6th Cir. 2013). · cites it 4× “See Mich. Comp. Laws § 440.2201 (1). It concluded the contract could not be enforced because Sherry failed to present “a 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.”
In Re Frost Est., 344 N.W.2d 331 (Mich. Ct. App. 1983). · cites it 3× “The agreement apparently anticipated a sale for at least $500 since both parties also agree that MCL 440.2201; MSA 19.2201 applies. Section 2201 provides that such a contract is not enforceable unless "there is some writing sufficient to indicate that a contract for sale has…”
Lorenz Supply Co. v. Am. Stand., Inc., 300 N.W.2d 335 (Mich. Ct. App. 1980). · cites it 2× “The UCC Statute of Frauds § 2-201 is embodied in MCL 440.2201; MSA 19.2201 and provides in pertinent part as follows: *607 "Sec.”
Fisher Sand & Gravel Co. v. Neal a Sweebe, Inc., 81 U.C.C. Rep. Serv. 2d (West) 239 (Mich. 2013). “2305(1) (price term can be left open and “[i]n such a case the price is a reasonable price at the time for delivery”).”
Show all 79 citing cases →
— Mich. Comp. Laws § 440.2201(1) — 23 cases
Rasheed v. Chrysler Corp., 517 N.W.2d 19 (Mich. 1994). “, Restatement Contracts, 2d, § 204, pp 96-97, which provides: When the parties to a bargain sufficiently defined to be a contract have not agreed with respect to a term which is essential to a determination of their rights and duties, a term which is reasonable in the…”
Rokicsak v. Colony Marine Sales & Serv., Inc., 219 F. Supp. 2d 810 (E.D. Mich. 2002). “§ 440.2201 instructs: 1. Only three definite and invariable requirements as to the memorandum are made by this subsection.”
Uni-Prods., Inc. v. Bearse (In Re Uni-Prods., Inc.), 153 B.R. 764 (Bankr. E.D. Mich. 1993). “With exceptions to be discussed infra, Mich.Comp.Laws § 440.2201(1) provides that “a contract for the sale of goods for the price of $500.”
Wolverine World Wide, Inc. v. Wolverine Canada, Inc., 653 F. Supp. 2d 747 (W.D. Mich. 2009).
West Cent. Packing Inc. v. a F Murch Co., 311 N.W.2d 404 (Mich. Ct. App. 1981).
— Mich. Comp. Laws § 440.2201(2) — 5 cases
Ace Concrete Prods. Co. v. Charles J. Rogers Constr. Co., 245 N.W.2d 353 (Mich. Ct. App. 1976).
Skyline Steel Corp. v. A.J. Dupuis Co., 648 F. Supp. 360 (E.D. Mich. 1986).
Mssc Inc v. Airboss Flexible Prods. Co (Mich. Ct. App. 2021).
Mssc Inc v. Airboss Flexible Prods. Co (Mich. Ct. App. 2021).
Michael Andrews v. Thomas J Moyle Constr. Inc (Mich. Ct. App. 2014).
— Mich. Comp. Laws § 440.2201(3) — 4 cases
Uni-Prods., Inc. v. Bearse (In Re Uni-Prods., Inc.), 153 B.R. 764 (Bankr. E.D. Mich. 1993). “With exceptions to be discussed infra, Mich.Comp.Laws § 440.2201(1) provides that “a contract for the sale of goods for the price of $500.”
Haken v. Scheffler, 180 N.W.2d 206 (Mich. Ct. App. 1970).
Semco Inc v. Gen. Motors LLC (Mich. Ct. App. 2024).
Michael Andrews v. Thomas J Moyle Constr. Inc (Mich. Ct. App. 2014).
— Mich. Comp. Laws § 440.2201(3)(a) — 4 cases
S C Gray, Inc. v. Ford Motor Co., 286 N.W.2d 34 (Mich. Ct. App. 1979).
Webcor Packaging Corp., a Michigan Corp. v. Autozone, Inc., a Nevada Corp., 158 F.3d 354 (6th Cir. 1998).
Semco Inc v. Gen. Motors LLC (Mich. Ct. App. 2024).
North Am. Brokers LLC v. Howell Pub. Schs., 913 N.W.2d 638 (Mich. 2018).
— Mich. Comp. Laws § 440.2201(3)(b) — 2 cases
Uni-Prods., Inc. v. Bearse (In Re Uni-Prods., Inc.), 153 B.R. 764 (Bankr. E.D. Mich. 1993). “With exceptions to be discussed infra, Mich.Comp.Laws § 440.2201(1) provides that “a contract for the sale of goods for the price of $500.”
Skyline Steel Corp. v. A.J. Dupuis Co., 648 F. Supp. 360 (E.D. Mich. 1986).
— Mich. Comp. Laws § 440.2201(3)(c) — 8 cases
Fisher Sand & Gravel Co. v. Neal a Sweebe, Inc., 81 U.C.C. Rep. Serv. 2d (West) 239 (Mich. 2013). “2305(1) (price term can be left open and “[i]n such a case the price is a reasonable price at the time for delivery”).”
Uni-Prods., Inc. v. Bearse (In Re Uni-Prods., Inc.), 153 B.R. 764 (Bankr. E.D. Mich. 1993). “With exceptions to be discussed infra, Mich.Comp.Laws § 440.2201(1) provides that “a contract for the sale of goods for the price of $500.”
West Cent. Packing Inc. v. a F Murch Co., 311 N.W.2d 404 (Mich. Ct. App. 1981).
Johnson Controls, Inc. v. TRW Veh. Saf. Sys., Inc., 491 F. Supp. 2d 707 (E.D. Mich. 2007).
R G Moeller Co. v. Van Kampen Constr. Co., 225 N.W.2d 742 (Mich. Ct. App. 1975).
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