Bazak International Corp. v. Mast Industries, Inc.

73 N.Y.2d 113, 538 N.Y.2d 503, 535 N.E.2d 633 (1989)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

A representative of Mast (D) met with Tuvia Feldman, P's president. D offered to sell certain textiles that D was closing out, and the two negotiated all the terms of an oral agreement except price. P and D agreed on a price of $103,330. D told P it would receive written invoices for the goods the next day and that the textiles would be delivered shortly. When no invoices arrived, P contacted D, who assured him that everything was in order and that the invoices were on the way. D then had P send five purchase orders by telecopier to D's Massachusetts office. P received written confirmation of D's receipt of the orders. D made no objection to the terms set forth in the telecopied purchase orders but never delivered the textiles despite P's demands. P sued alleging breach of contract and fraud. D moved to dismiss for failure to state a cause of action, based upon the lack of documentary evidence. D's contention is that the purchase orders sent by P to D, and D's confirmation of receipt of the purchase orders were insufficient under UCC 2-201 to satisfy the Statute of Frauds. The Court denied the motion to dismiss, but the Appellate Division reversed, holding that the breach of contract claim was barred by the Statute of Frauds and that the fraud claim merely disguised a flawed breach of contract claim. P appealed: do the disputed documents qualified as confirmatory writings within the 'merchant's exception' to the Statute of Frauds (UCC 2-201 [2])?