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Bazak International Corp. v. Mast Industries, Inc.

(1989)

New York Court of Appeals - 73 N.Y.2d 113

tl;dr:

Two merchants agreed on a sale, and memorialized it on a blank purchase order (just because it was the only paper lying around). Then, the seller never fulfilled the order.

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Case Summary

In Bazak International Corp. v. Mast Industries, Inc. (1989), the New York Court of Appeals addressed the merchant exception to the statute of frauds under the Uniform Commercial Code (UCC). The case involved an alleged oral agreement between two textile merchants, Bazak and Mast, where Mast agreed to sell fabrics to Bazak. Bazak sent five purchase orders to Mast, which Mast didn't object to, but failed to deliver the goods. Bazak sued Mast for breach of contract and fraud.

The central issue was whether the purchase orders qualified as confirmatory writings within the merchant exception to the statute of frauds. The UCC requires a writing for contracts for the sale of goods over $500 but provides an exception for merchants if one party sends a written confirmation of the contract to the other party, and the other party doesn't object within 10 days.

The court held that the purchase orders met the requirements of the merchant exception, even though they were unsigned by Mast and included a disclaimer stating they were offers, not contracts. The court reasoned the purchase orders reflected a real transaction between the parties and were sufficient to bind Bazak as the sender. Mast's failure to object removed the statute of frauds' bar and allowed Bazak to proceed with its claim.

ICRAIssue, Conclusion, Rule, Analysis for Bazak International Corp. v. Mast Industries, Inc.

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Facts & HoldingBazak International Corp. v. Mast Industries, Inc. case brief facts & holding

Facts:The presidents of Bazak and Mast Industries negotiated the terms...

Holding:Reversed. The merchant exception applies here, and Mast is barred...

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Bazak International Corp. v. Mast Industries, Inc. | Case Brief DeepDive
Majority opinion, author: Kaye, J.
Level 1
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The case involves a dispute between textile merchants over an alleged oral agreement to sell fabric. The buyer sent annotated purchase order forms to the seller, which were retained without objection, satisfying the "merchant's exception" to the Statute of Frauds. The lower court erred in dismissing the buyer's breach of contract action and denying the opportunity to prove the alleged agreement. The Appellate Division order was reversed, and the court concluded that the disputed documents qualified as confirmatory writings within the "merchant's exception" to the Statute of Frauds. The adequacy of a writing for Statute of Frauds purposes must be determined from the documents themselves, as a matter of law. The trial court erred in ruling that the Statute of Frauds issue should be determined as a matter of fact at trial. The dismissal motion does not resolve the parties' underlying dispute, and the plaintiff still has the burden of proving the alleged agreement for the sale of the textiles.

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Dissenting opinion, author: Alexander, J.
Level 1
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The plaintiff sued the defendant for breach of contract and fraud after the defendant failed to deliver goods that were allegedly agreed upon orally. The defendant moved to dismiss the complaint, citing the Statute of Frauds defense under UCC 2-201. The Appellate Division dismissed the complaint, but the majority of the New York Court of Appeals reversed the decision, stating that the purchase orders sent by the plaintiff constituted confirmatory documents and denied the defendant's motion to dismiss. The dissenting judge disagreed, arguing that the purchase orders were offers and did not satisfy UCC 2-201 (1). The majority held that the purchase orders satisfied UCC 2-201 (1) and (2) and constituted confirmatory documents, taking the alleged oral agreement out of the Statute of Frauds.

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