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2020 Tennessee Code
Title 47 - Commercial Instruments and Transactions
Chapter 2 - Sales
Part 2 - Form, Formation and Readjustment of Contract
§ 47-2-201. Formal Requirements — Statute of Frauds
Universal Citation: TN Code § 47-2-201 (2020)
- Except as otherwise provided in this section, a contract for sale of goods for the price of five hundred dollars ($500) or more is not enforceable by way of action or defense unless there is some writing or 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 his authorized agent or broker. A writing or 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 writing or record.
- Between merchants if within a reasonable time a writing or 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 written notice of objection to its contents is given within ten (10) days after it is received.
- A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:
- 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
- if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
- with respect to goods for which payment has been made and accepted or which have been received and accepted (§ 47-2-606).
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