Tennessee Code Annotated
Tenn. Code Ann. § 47-2-204 (2026)
Formation in general
✓ current as of May 2026
- (1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
- (2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
- (3) Even though one (1) or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
Acts 1963, ch. 81, § 1 (2-204).
Notes of Decisions
Cited in 8
cases, 1973–2019 · leading case: Orlowski v. Bates, 146 F. Supp. 3d 908 (W.D. Tenn. 2015).
Orlowski v. Bates, 146 F. Supp. 3d 908 (W.D. Tenn. 2015). “” Tenn. Code Ann. § 47-2-204 (1). The Statute of- Frauds provides that, in general, a contract for 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 or record sufficient to indicate that…”
Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 823 F. Supp. 2d 786 (W.D. Tenn. 2011). “Accord Tenn.Code Ann. § 47-2-204(1) ("A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.”
Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 694 F. Supp. 2d 888 (W.D. Tenn. 2010). “Accord Tenn.Code Ann. § 47-2-204(1) ("A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract”).”
Skinner v. Cumberland Auto Ctr. (In Re Skinner), 238 B.R. 120 (Bankr. M.D. Tenn. 1999). “§ 47-2-204. Both Cumberland and the debtor understood that the debtor’s purchase of the vehicle depended on whether he could obtain financing.”
Cumberland Corp. v. E. I. DuPont De Nemours & Co., 383 F. Supp. 595 (E.D. Tenn. 1973). “Since it is clear from T.C.A. § 47-2-204 that conduct can show the existence of a contract, it cannot be said on a motion for summary judgment that there was in fact no contract between Cumberland and DuPont.”
Georgia Power Co. v. East Tennessee Fuel, Inc., 496 F. Supp. 626 (E.D. Tenn. 1980). “-(l) An agreement for sale which is otherwise sufficiently definite (subsection (3) of § 47-2-204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties.”
Russell Barnett Ford of Tullahoma, Inc. v. H&S Bakery, Inc. (E.D. Tenn. 2019). “Tenn. Code Ann. § 47-2-204 (West 2019). Without mutual assent (i.”
Milton Schachter v. Friendley Chevrolet, Cadillac, Toyota, Inc. (Tenn. Ct. App. 1996). “T.C.A. § 47-2-204 (1996). The proof shows that Schachter, Helper, and Dolittle intended to make a contract and agreed by signing the computer printout.”
— Tenn. Code Ann. § 47-2-204(1) — 2 cases
Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 823 F. Supp. 2d 786 (W.D. Tenn. 2011). “Accord Tenn.Code Ann. § 47-2-204(1) ("A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.”
Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 694 F. Supp. 2d 888 (W.D. Tenn. 2010). “Accord Tenn.Code Ann. § 47-2-204(1) ("A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract”).”
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