Webstar Corp. orally agreed to sell Northco, Inc. a computer
for $20,000. Northco sent a signed purchase order to Webstar
confirming the agreement. Webstar received the purchase
order and did not respond. Webstar refused to deliver the computer
to Northco, claiming that the purchase order did not satisfy
the UCC Statute of Frauds because it was not signed by Webstar.
Northco sells computers to the general public and Webstar is a
computer wholesaler. Under the UCC Sales Article, Webstar’s
position is

(a) The UCC provides that a confirmation satisfies the
UCC Statute of Frauds, if an oral contract between merchants is
confirmed in writing within a reasonable period of time, and the
confirmation is signed by the party sending it and received by the
other party. Both parties are bound unless the party receiving the
confirmation submits a written objection within ten days of receipt.
In this situation, a valid contract has been formed since
Webstar did not object to Northco’s purchase order. In a sale-ofgoods
transaction, the contract must be signed by the party to be
charged to be enforceable. However, in the case of a written
confirmation of an oral agreement between merchants, the confirmation
need only be signed by the party sending the confirmation.
The use of a signed purchase order satisfies the UCC Statute
of Frauds.