What this is about
The statute of frauds is the rule requiring written evidence before certain contracts can be enforced in court. The name misleads: it is not about fraud, it is about proof.
In the US these rules sit in two layers:
- UCC § 2-201, for sales of goods. This article is about that one, because it is the only part citable here as a free official source;
- Each state's own general statute, covering land, suretyship, contracts not performable within a year and so on. These vary from state to state and are not set out here at all.
If your contract is not for the sale of goods, none of what follows is yours — you have to check your own state's rule.
The main rule: § 2-201(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 his authorized agent or broker.
Three things are worth separating out.
1. "Not enforceable" is not "invalid"
The text says not enforceable by way of action or defense. The contract is not destroyed — you simply cannot get a court to enforce it.
This differs from Uzbekistan. Under art. 109 of the Civil Code a contract without written form stays valid, and only proof by witnesses is barred; written and other evidence remains available. Section 2-201 blocks not a means of proof but enforceability itself.
2. Who has to sign
The writing must be signed by the party against whom enforcement is sought — the defendant. Not you, them. In practice: get something signed from your counterparty; sending your own is not enough.
3. Quantity is the only term that must be right
The rest of the subsection:
A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.
So price, delivery date and quality can all be wrong or missing and the contract is still enforceable. But quantity sets a ceiling: if the writing says 100 units and 1,000 were agreed, you can only sue on 100.
The merchant confirmation: § 2-201(2)
The most useful rule here in practice, and the least known.
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 such party unless written notice of objection to its contents is given within 10 days after it is received.
So you agree a sale orally, then send the other side a confirming letter. They say nothing — after 10 days they are bound by your writing, though they signed nothing.
And in reverse: if such a confirmation arrives and its contents are wrong, object in writing within 10 days. Silence binds you.
Three exceptions: § 2-201(3)
Three cases where the contract is enforceable without a writing:
- Specially manufactured goods. Where the goods are to be specially made for the buyer and are not suitable for sale to others in the seller's ordinary course of business, and the seller — before notice of repudiation and in circumstances reasonably indicating the goods are for that buyer — has made a substantial beginning of manufacture or commitments for their procurement;
- An admission in court. Where the party against whom enforcement is sought admits in a pleading, in testimony or otherwise in court that a contract was made — but only up to the quantity admitted;
- Performance. As to goods for which payment has been made and accepted, or which have been received and accepted.
The third is the one that comes up most: once delivery has begun, no writing is needed for the part delivered.
A modification is tested again
Section 2-209(3): if the contract as modified falls within § 2-201, the writing requirement must be satisfied again.
The practical result: a $400 contract was not in writing, and that was fine. You increase the quantity and it becomes $600 — now the whole contract needs a writing.
And § 2-209(2): a signed no-oral-modification clause works. If that requirement is on a form supplied by a merchant and the other party is not a merchant, it has to be signed separately.
Side by side with Uzbekistan
| Question | US (UCC § 2-201) | Uzbekistan (arts. 108, 109) |
|---|---|---|
| What it covers | Sales of goods only | All contracts |
| Threshold | $500 (uniform text) | None for a legal entity |
| Consequence of no writing | Unenforceable in court | Stays valid; witness evidence barred |
| Who signs | The party enforcement is sought against | The parties or their representatives |
| Bound by silence | Yes — between merchants, 10 days | No such mechanism |
The important practical divergence is the third row. Your counterparty in Uzbekistan believes there is a contract even without a writing, and under their own law they are right. Under US law there may well be a contract — and no way to enforce it.
What to do
- Get a signature. Theirs is what counts, not yours.
- State the quantity. It is the only term that has to be right, and leaving it out drops the ceiling to nothing.
- Send a confirming letter straight after an oral deal — between merchants it does the work after 10 days.
- Read the confirmations that arrive. Ten days is short and silence counts as assent.
- Check the threshold in your own state. $500 is the uniform text's figure, not necessarily yours.