Skip to main content Skip to office menu Skip to footer
Capital IconMinnesota Legislature

Office of the Revisor of Statutes

336.2-201 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 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 the party's authorized agent or broker. 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.
(2) 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 ten days after it is received.
(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in
other respects is enforceable
(a) 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
(b) if the party against whom enforcement is sought admits in 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
(c) with respect to goods for which payment has been made and accepted or which have been
received and accepted (section 336.2-606).
History: 1965 c 811 s 336.2-201; 1986 c 444

Official Publication of the State of Minnesota
Revisor of Statutes