Procedure and Promise: Rethinking the Admissions Exception to the Statute of Frauds under U.C.C. Articles 2, 2A, and 8
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LAW REVIEW
VOLUME 45 SUMMER, 1992 NUMBER 2
PROCEDURE AND PROMISE: RETHINKING
THE ADMISSIONS EXCEPTION TO THE
STATUTE OF FRAUDS UNDER U.C.C.
ARTICLES 2, 2A, AND 8
MICHAEL J. HERBERT*
I. Introduction
One of the innovations of article 2 of the Uniform Commercial Code1
(U.C.C. or the Code) was its approach to the writing requirements tradition-
ally imposed on certain sales of goods. Article 2 retained the requirement for
certain sales contracts - namely, those in which the price was $500 or more2
- but it reduced to a bare minimum the contract terms which had to be
evidenced in the writing3 and broadened the circumstances under which no
writing at all would be required.4 Perhaps the most significant broadening of
the exceptions to the writing requirement is that contained in section 2-
201(3)(b), the so-called admissions exception:
A contract which does not satisfy the requirements of subsection
(1) [the writing requirement] but which is valid in other respects
is enforceable...
* Professor of Law, University of Richmond. A.B., John Carroll University, 1974. J.D.,
University of Michigan, 1977. The author gratefully acknowledges the research assistance of
Todd R. Bair, Emory University Law School, Class of 1992, and the helpful comments of the
participants in the University of Richmond Law School Faculty Forum.
1. Unless otherwise stated, Uniform Commercial Code, the Code and the U.C.C.
refer to the Official 1990 Text.
2. U.C.C. § 2-201(l) (1990).
3. All that is explicitly required 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. Id. § 2-201(1). However, there is also an implicit
requirement that the writing state the quantity of goods to be sold, because the contract is
not enforceable ... beyond the quantity of goods shown in such writing. Id.
4. Id. § 2-201(3).](ViewImageLocal?handle=hein.journals/oklrv45&div=20&collection=&method=preview&ext=.png&size=3)
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Procedure and Promise: Rethinking the Admissions Exception to the Statute of Frauds under U.C.C. Articles 2, 2A, and 8
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