N.Y. Uniform Commercial Code Law § 2-201: Formal Requirements; Statute of Frauds

Section 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 a 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 subsection beyond the quantity of goods shown in

the 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 the party unless

notice in a record 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 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

(c) with respect to goods for which payment has been made and

accepted or which have been received and accepted (Section

2--606).

(4) Subsection one does not apply to a qualified financial contract as

that term is defined in paragraph two of subdivision b of section 5-701

of the general obligations law if either (a) there is, as provided in

paragraph three of subdivision b of section 5-701 of such law,

sufficient evidence to indicate that a contract has been made or (b) the

parties thereto, by means of a prior or subsequent written contract,

have agreed to be bound by the terms of such qualified financial

contract from the time they reach agreement (by telephone, by exchange

or electronic messages, or otherwise) on those terms.