Bazak International Corp. v. Mast Industries, Inc.
Court of Appeals of New York
73 N.Y.2d 113 (1989)
A Mast (defendant) representative and Feldman, Bazak's (plaintiff) president, orally agreed on all terms for a textile purchase except price. When Bazak received no invoices, Feldman faxed Mast five purchase orders reflecting the terms of their oral agreement, and Mast confirmed receipt without objecting to any stated term; the purchase orders themselves contained pre-printed boilerplate stating they were merely offers, not binding contracts, unless accepted by the seller. When Mast then refused to fulfill the order, Bazak sued for breach and fraud, and Mast moved to dismiss, arguing the purchase orders could not satisfy the statute of frauds. The trial court denied the motion, but the appellate court reversed, holding the claims were barred by the statute of frauds; the New York Court of Appeals granted review.
Whether the merchant's exception to section 2-201 of the Uniform Commercial Code requires writings to contain express confirmatory language so long as they are sufficient to indicate that a contract has been entered into between the parties.