UCC § 2-201
Formal Requirements; Statute of Frauds
(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 record 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 record 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 record. (2) Between merchants if within a reasonable time a record 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 a record containing a notice of objection to its contents is given with 10 days after it is received.
Professor's notes
Elements: (1) a contract for sale of goods for $500 or more is not enforceable unless there is some writing sufficient to indicate a contract was made, signed by the party to be charged; quantity must be stated; (2) between merchants, a confirmation sufficient against the sender binds the recipient unless objection is given within 10 days; (3) exceptions: (a) specially manufactured goods not suitable for sale to others; (b) admission in pleading or testimony; (c) goods received and accepted, or paid for.
Common misunderstanding: students think every term must appear in the writing. Only quantity is essential: price, delivery, even payment terms can be omitted and gap-filled. The writing's job is to evidence that SOME deal was made; the UCC supplies the rest.
The merchant confirmation rule (2-201(2)) is a real trap: silence binds. The 10-day objection requirement reverses the common-law default.
Text
UCC § 2-201. Formal Requirements; Statute of Frauds (post-2022 Amendments).
(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 record 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 record 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 record.
(2) Between merchants if within a reasonable time a record 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 a record containing a notice of objection to its contents is given with 10 days after it is received.
Note: The supplement reproduces this provision as N.H.R.S.A. 382-A (New Hampshire’s codification of the UCC). The text reflects the post-2022 UCC Article 2 amendments as adopted in New Hampshire.