Notes - Uniform Commercial Code §2-201 | Kessler, Gilmore & Kronman | October 31, 2012


This is the old version of the H2O platform and is now read-only. This means you can view content but cannot create content. You can access the new platform at https://opencasebook.org. Thank you. Notes - Uniform Commercial Code §2-201

by Kessler, Gilmore & Kronman



1. Consult also §§8-319 (contracts for the sale of investment securities), 1-206 (other intangibles), and 9-203 (security agreements). A contract for services is not within §2-201 (though it may, of course, be covered by some other Statute of Frauds provision). But what if the contract is a "mixed" one, calling for the provision of both goods and services? In National Historic Shrines Foundation v. Dali, 4 U.C.C. Rep. 71 (N.Y. Sup. Ct. 1967), the plaintiff sued Salvador Dali to enforce an oral agreement that the artist had allegedly made to appear on a television program, paint a picture of the Statute of Liberty before the cameras, and present the completed painting to the plaintiff at the end of the program "for its charitable purposes." The value of such a painting, according to Dali, would have been $25,000. Dali asserted that the contract, which he denied making, was in any case one for the sale of goods of the value of $500 or more and hence subject to the writing requirement of §2-201. The court disagreed, choosing to view Dali's agreement as one "for rendition of services." Is this a sensible result? Under the circumstances, mightn't the cautionary function of the Statute of Frauds have justified a more relaxed reading of §2-201? For an evaluation of §2-201 as an instrument of fraud prevention; see J. White & R. Summers, Handbook of the Law Under the Uniform Commercial Code §2-8 (1980).


2. Section 1-206 states that a contract for the sale of personal property not covered by any of the Code's other, more specific Statute of Frauds provisions "is not enforceable by way of action or defense beyond five thousand dollars in amount or value of remedy" unless the contract is in writing. This approach which limits the extent to which an oral contract may be enforced without altogether denying its validity appears to have been entertained, but finally rejected, by the draftsmen of the original English Statute of Frauds. See Hening, The Original Drafts of the Statute of Frauds and Their Authors, 61 U. Pa. L. Rev. 283, 285 (1913).


Annotated Text Information

June 02, 2014 Notes - Uniform Commercial Code §2-201 Notes - Uniform Commercial Code §2-201

Author Stats

Kessler, Gilmore & Kronman

Leitura Garamond Futura Verdana Proxima Nova Dagny Web
small medium large extra-large