Wis. Stat. § 402.201
Formal requirements; statute of frauds
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402.201(1)(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $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 the party’s 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 such writing.
402.201(2)(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 sub. (1) against such party unless written notice of objection to its contents is given within 10 days after it is received.
402.201(3)(3) A contract which does not satisfy the requirements of sub. (1) but which is valid in other respects is enforceable:
402.201(3)(a)(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
402.201(3)(b)(b) If the party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this paragraph beyond the quantity of goods admitted; or
402.201(3)(c)(c) With respect to goods for which payment has been made and accepted or which have been received and accepted (s. 402.606).
402.201 AnnotationReceipt and acceptance of goods consistent with an oral contract is part performance sufficient to take the oral contract out of the statute of frauds even though the conduct is not inconsistent with some other dealings arguably had between the parties. Gerner v. Vasby, 75 Wis. 2d 660, 250 N.W.2d 319 (1977).
402.201 AnnotationThe statute of frauds was not satisfied when the only indication of a purchase contract between the parties was the unexplained notation “purchase price” in a document prepared by one party in response to the other’s request for an appraisal. First Bank v. H.K.A. Enterprises, Inc., 183 Wis. 2d 418, 515 N.W.2d 343 (Ct. App. 1994).
402.201 AnnotationNot every contract for the sale of goods over $500, nor every modification thereof, strictly complies with the requirements of the statute of frauds, and it would be unreasonable to declare categorically all such contracts unenforceable. The Uniform Commercial Code and Wisconsin case law recognize exceptions to the statute of frauds, including waiver and performance. An attempt at modification contemplates a completed oral modification of a written contract that prohibits oral modification. The inquiry into whether there has been an attempt at modification sufficient to operate as a waiver of the statute of frauds is closely related to the inquiry to determine whether there was a valid oral modification. Royster-Clark, Inc. v. Olsen’s Mill, Inc., 2006 WI 46, 290 Wis. 2d 264, 714 N.W.2d 530, 03-1534.
402.201 AnnotationWhen a letter confirmed an oral agreement under sub. (2), subject to completion of formal memorializing documents, the bargain was enforceable even though the document was not executed. Lambert Corp. v. Evans, 575 F.2d 132 (1978).
402.201 AnnotationThe statute of frauds is not applicable in an action based on promissory estoppel. Janke Construction Co. v. Vulcan Materials Co., 386 F. Supp. 687 (1974).
402.201 AnnotationThe Statute of Frauds of the Uniform Commercial Code and the Doctrine of Estoppel. Edwards. 62 MLR 205 (1978).
Notes of Decisions
Cited in 34
cases (3 in the last 5 years), 1977–2024 · leading case: Royster-Clark, Inc. v. Olsen's Mill, Inc.
Royster-Clark, Inc. v. Olsen's Mill, Inc. (2006)
“" Wis. Stat. § 402.201 (1). We agree with both the court of appeals and the circuit court that the UCC governs the nitrogen contract, as it is a contract for the sale of goods, and that the contract is required to satisfy the terms of the statute of frauds, since the price of…”
First Bank (N.A.) v. H.K.A. Enterprises, Inc. (1994)
“§ 402.201 (West 1964). We agree with the parties that the issue is whether the writing — the appraisal — is "sufficient to indicate that a contract for sale has been made"; that is, whether it "afford [s] a basis for believing that the offered oral evidence [of the purported…”
Stan's Lumber, Inc. v. Fleming (1995)
“Statute of Frauds Fleming claims that any agreement between the parties violated the statute of frauds, § 402.201, Stats. To address this argument, we are required to apply the facts of this case to a legal standard, presenting a question of law which we review independently.”
Deminsky v. Arlington Plastics MacHinery (2001)
“For support, Deminsky looks to Wis. Stat. § 402.201 , the UCC's "statute of frauds," which provides that, with certain exceptions, "a contract for the sale of goods for the price of $500 or more is not *455 enforceable by way of action or defense unless there is some writing…”
Akrosil Division of International Paper Co. v. Ritrama Duramark, Inc. (1994)
“Furthermore, upon receipt of the Stoll letter, Akrosil gave timely “written notice of objection” to it, thus preserving its statute of frauds defense. See Wis.Stat. § 402.”
Remapp Intern. Corp. v. Comfort Keyboard Co., Inc. (2009)
“Wis. Stat. § 402.201 . However, the magistrate judge concluded that the parties’ oral contracts fell within exceptions to the Statute of Frauds.”
Gerner v. Vasby (1977)
“Vasby argued that, under sec. 402.201(2), Stats., Gerner was bound, because, following the oral argument, a confirmation notice was sent to Gerner.”
Liebzeit v. FVTS Acquisition Co. (In Re Wolverine Fire Apparatus Co.) (2012)
“[w]ith respect to goods for which payment has been made and accepted or which have been received and accepted.”
ProCD, Inc. v. Zeidenberg (1996)
“Wis. Stat. § 402.201 corresponds to UCC § 2-201, and other citations are easy to derive.”
Spensley Feeds, Inc. v. Livingston Feed & Lumber, Inc. (1985)
“, 1 contracts for the *284 sale of personal property for $5,000 or more; sec. 402.201, Stats., 2 contracts for the sale of goods for $500.”
MMG Financial Corp. v. Midwest Amusements Park, LLC (2011)
“2009) (applying Wis. Stat. § 402.201 ). Midwest argues that the special verdict form did not contain separate questions about the elements neces *659 sary to form a contract.”
National Steel Service Center, Inc. v. Wollin Silos & Equipment, Inc. (1979)
“The statute of frauds pertinent to this sales transaction is sec. 402.201(1), Stats., which provides: “402.”
— Wis. Stat. § 402.201(1) — 10 cases
Royster-Clark, Inc. v. Olsen's Mill, Inc. (2006)
“" Wis. Stat. § 402.201 (1). We agree with both the court of appeals and the circuit court that the UCC governs the nitrogen contract, as it is a contract for the sale of goods, and that the contract is required to satisfy the terms of the statute of frauds, since the price of…”
First Bank (N.A.) v. H.K.A. Enterprises, Inc. (1994)
“§ 402.201 (West 1964). We agree with the parties that the issue is whether the writing — the appraisal — is "sufficient to indicate that a contract for sale has been made"; that is, whether it "afford [s] a basis for believing that the offered oral evidence [of the purported…”
Deminsky v. Arlington Plastics MacHinery (2001)
“For support, Deminsky looks to Wis. Stat. § 402.201 , the UCC's "statute of frauds," which provides that, with certain exceptions, "a contract for the sale of goods for the price of $500 or more is not *455 enforceable by way of action or defense unless there is some writing…”
Akrosil Division of International Paper Co. v. Ritrama Duramark, Inc. (1994)
“Furthermore, upon receipt of the Stoll letter, Akrosil gave timely “written notice of objection” to it, thus preserving its statute of frauds defense. See Wis.Stat. § 402.”
National Steel Service Center, Inc. v. Wollin Silos & Equipment, Inc. (1979)
“The statute of frauds pertinent to this sales transaction is sec. 402.201(1), Stats., which provides: “402.”
— Wis. Stat. § 402.201(2) — 7 cases
Gerner v. Vasby (1977)
“Vasby argued that, under sec. 402.201(2), Stats., Gerner was bound, because, following the oral argument, a confirmation notice was sent to Gerner.”
Stan's Lumber, Inc. v. Fleming (1995)
“Statute of Frauds Fleming claims that any agreement between the parties violated the statute of frauds, § 402.201, Stats. To address this argument, we are required to apply the facts of this case to a legal standard, presenting a question of law which we review independently.”
First Bank (N.A.) v. H.K.A. Enterprises, Inc. (1994)
“§ 402.201 (West 1964). We agree with the parties that the issue is whether the writing — the appraisal — is "sufficient to indicate that a contract for sale has been made"; that is, whether it "afford [s] a basis for believing that the offered oral evidence [of the purported…”
Akrosil Division of International Paper Co. v. Ritrama Duramark, Inc. (1994)
“Furthermore, upon receipt of the Stoll letter, Akrosil gave timely “written notice of objection” to it, thus preserving its statute of frauds defense. See Wis.Stat. § 402.”
National Steel Service Center, Inc. v. Wollin Silos & Equipment, Inc. (1979)
“The statute of frauds pertinent to this sales transaction is sec. 402.201(1), Stats., which provides: “402.”
— Wis. Stat. § 402.201(3) — 2 cases
Royster-Clark, Inc. v. Olsen's Mill, Inc. (2006)
“" Wis. Stat. § 402.201 (1). We agree with both the court of appeals and the circuit court that the UCC governs the nitrogen contract, as it is a contract for the sale of goods, and that the contract is required to satisfy the terms of the statute of frauds, since the price of…”
Liebzeit v. FVTS Acquisition Co. (In Re Wolverine Fire Apparatus Co.) (2012)
“[w]ith respect to goods for which payment has been made and accepted or which have been received and accepted.”
— Wis. Stat. § 402.201(3)(b) — 1 case
— Wis. Stat. § 402.201(3)(c) — 3 cases
Royster-Clark, Inc. v. Olsen's Mill, Inc. (2006)
“" Wis. Stat. § 402.201 (1). We agree with both the court of appeals and the circuit court that the UCC governs the nitrogen contract, as it is a contract for the sale of goods, and that the contract is required to satisfy the terms of the statute of frauds, since the price of…”
In Re Pelton (1994)
— Wis. Stat. § 402.201(B) — 1 case
Gerner v. Vasby (1977)
“Vasby argued that, under sec. 402.201(2), Stats., Gerner was bound, because, following the oral argument, a confirmation notice was sent to Gerner.”
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