State Codes and Statutes

Statutes > Wisconsin > 402 > 402.201

402.201

SUBCHAPTER II
FORM, FORMATION, AND READJUSTMENT
OF CONTRACT
402.201 Formal requirements; statute of frauds.

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 - ANNOT.

History: 1991 a. 316.

402.201 - ANNOT.

Receipt 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 - ANNOT.

The 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 - ANNOT.

When 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 - ANNOT.

The statute of frauds is not applicable in an action based on promissory estoppel. Janke Construction Co., Inc. v. Vulcan Materials Co. 386 F. Supp. 687.

402.201 - ANNOT.

The statute of frauds of the UCC and the doctrine of estoppel. Edwards. 62 MLR 205 (1978).