Review a UCC merchant-confirmation fact pattern with examiner-style analysis on unsigned recipients, the 10-day objection rule, and goods priced at $500 or more.
Harbor Kitchens, a restaurant-supply wholesaler, orally agreed on April 2 to sell 200 commercial mixers to Summit Cafes, a regional coffee-chain operator, for $1,200 each. Both sides regularly buy and sell kitchen equipment in their businesses. On April 3, Harbor emailed Summit a signed confirmation stating the quantity, price, and June delivery date. Summit's operations director read the email that same day and forwarded it internally, but Summit never signed anything and never sent any objection. Two weeks later, mixer prices spiked. Summit told Harbor that there was no enforceable contract because Summit had never signed a writing. Harbor sues for breach under UCC Article 2.
Yes. Harbor can enforce the contract against Summit because the signed merchant confirmation satisfied UCC Section 2-201 and Summit failed to object in writing within 10 days of receipt. Under UCC Section 2-201, a contract for the sale of goods priced at $500 or more is generally unenforceable unless there is a writing sufficient to indicate a contract for sale and signed by the party against whom enforcement is sought. But between merchants, a written confirmation that is sufficient against the sender and is received within a reasonable time binds the recipient as well unless the recipient gives written notice of objection within 10 days after receipt. To qualify, the confirmation must indicate a contract and state a quantity term. The merchant-confirmation exception therefore solves the signature problem for the recipient merchant if silence continues past the statutory objection window.
Can Harbor enforce the oral agreement against Summit under the UCC merchant-confirmation rule even though Summit never signed the confirmation?
Under UCC Section 2-201, a contract for the sale of goods priced at $500 or more is generally unenforceable unless there is a writing sufficient to indicate a contract for sale and signed by the party against whom enforcement is sought. But between merchants, a written confirmation that is sufficient against the sender and is received within a reasonable time binds the recipient as well unless the recipient gives written notice of objection within 10 days after receipt. To qualify, the confirmation must indicate a contract and state a quantity term. The merchant-confirmation exception therefore solves the signature problem for the recipient merchant if silence continues past the statutory objection window.
The oral deal covered goods worth far more than $500, so Article 2's Statute of Frauds is implicated. Harbor has a signed writing sufficient against itself because its signed email states the quantity, price, and delivery timing. The harder question is whether Summit, which never signed, is nevertheless bound. Because both Harbor and Summit are merchants dealing in the kind of goods or in commercial practices around them, the merchant-confirmation rule applies. Summit received the signed confirmation on April 3, had reason to know its contents, and did not send any written objection within 10 days. That silence is exactly what makes the confirmation effective against Summit. Summit cannot wait until market conditions turn bad and then invoke the absence of its own signature after the statutory objection period has expired.
Yes. Harbor can enforce the contract against Summit because the signed merchant confirmation satisfied UCC Section 2-201 and Summit failed to object in writing within 10 days of receipt.
The UCC merchant-confirmation rule is the main exception to that instinct. Between merchants, the recipient can be bound without signing if no written objection is sent within 10 days.
Quantity is the essential Statute of Frauds term under UCC Section 2-201. Here the email included quantity, which is what makes the confirmation sufficient.
The statute requires a written objection within 10 days after receipt. Later silence-breaking does not undo the confirmation.
The exception is specifically for transactions between merchants. Both parties must qualify.