UCC Merchant Confirmation: The 10-Day Written Objection Rule

Answer A. Between merchants, a signed confirmation sent within a reasonable time can satisfy the Statute of Frauds against the recipient if the recipient has reason to know its contents and does not object in writing within 10 days. The UCC, however, requires the writing to indicate the quantity, so enforceability is limited to the amount stated in the confirmation. Because the confirmation here lists 500 filters and Bright failed to object, North can most likely enforce the contract only for 500 filters.

Why not B: This is tempting because the general Statute of Frauds rule ordinarily requires a signed writing by the party to be charged. But the merchant-confirmation exception allows a signed confirmation from one merchant to bind the other merchant who fails to object within 10 days, so Bright's lack of signature does not prevent enforcement to the quantity in the confirmation.

Why not C: This distractor is attractive because the 10-day silence rule can make a confirmation binding, but that binding effect is limited by the Statute of Frauds' writing requirement as to quantity. The confirmation here shows only 500 filters, so Bright cannot be compelled for the full 700 based solely on the merchant-confirmation exception.

Why not D: Some may think a material discrepancy voids the confirmation entirely, but under the merchant-confirmation rule the writing still satisfies the Statute of Frauds to the extent of the quantity it states. A mismatch typically limits enforceability to the written quantity rather than reducing it to zero on these facts.

Answer C. This is a sale of goods for $500 or more, so the UCC statute of frauds applies. Between merchants, a signed written confirmation sent by one merchant and received by the other can satisfy the statute and be enforceable against the recipient unless the recipient objects in writing within 10 days. The principal issue is therefore whether that merchant-confirmation rule makes the oral agreement enforceable against Metro.

Why not A: The firm-offer rule relates to irrevocability of offers under the UCC when a merchant gives a signed assurance to keep an offer open. Here the parties already had an oral agreement and the issue is whether a written confirmation satisfies the statute of frauds, so the firm-offer doctrine is not the primary issue.

Why not B: Although Metro's silence is factually relevant, the 10-day silence rule in this context is part of the UCC merchant confirmatory‑memo exception to the statute of frauds, not a separate doctrine of acceptance by silence. The dispute centers on enforceability under the statute of frauds, not on formation by silence.

Why not D: The parol evidence rule governs whether earlier or contemporaneous oral terms can vary a final integrated written agreement. This fact pattern centers on whether the oral agreement is enforceable at all under the UCC statute of frauds and the merchant-confirmation exception, not on whether oral terms are precluded by integration.

Answer A. Under UCC 2-201(2), when both parties are merchants a signed written confirmation sent in a reasonable time by one party is enforceable against the recipient unless the recipient gives written notice of objection within 10 days after receipt. Delta's March 2 signed confirmation (received March 4) satisfies that rule and RetailCo did not provide a written objection within 10 days, the March 8 phone call was oral and insufficient. Therefore the confirmatory memo satisfies the statute of frauds and the contract is enforceable against RetailCo; whether Delta had begun production is irrelevant to this merchant-confirmation route.

Why not B: This plays on the general statute-of-frauds rule and the specially manufactured-goods issue (which involves substantial beginning), but between merchants a signed confirmatory memorandum from one party can bind the recipient unless the recipient gives a timely written objection; Delta's confirmation satisfied that rule.

Why not C: This distractor exploits the custom nature of the boxes. The specially manufactured-goods exception is an alternative path to enforcement (and normally requires substantial beginning), but it is unnecessary here because the merchant-confirmation rule already meets the statute-of-frauds requirement absent a timely written objection.

Why not D: This is a close trap because RetailCo did object within 10 days, but the UCC requires the objection be in writing; an oral phone call does not prevent the confirmatory memorandum from binding the recipient merchant.

Answer D. Under UCC 2-201(2), when both parties are merchants a signed written confirmation sent by one merchant that accurately states the terms will bind the recipient unless the recipient objects in writing within ten days after receipt. Vertex's signed email confirmation qualifies and Northside did not object within the ten-day period (it objected on day 11), so Northside lost the Statute of Frauds defense and the contract is enforceable against both parties. For these purposes the ten-day clock runs from receipt of the confirmation, and an email that clearly identifies the sender can constitute a 'signed' confirmation.

Why not A: This is tempting because specially manufactured goods, part payment, and acceptance are recognized Statute of Frauds exceptions. It fails here because those exceptions are unnecessary when the merchant-confirmation rule supplies the required writing and no facts indicate part payment, acceptance, or special manufacture.

Why not B: This is tempting because the Statute of Frauds ordinarily requires a signed writing and silence is not acceptance. But between merchants the seller's signed confirmation can satisfy the writing requirement against the buyer unless the buyer gives a written objection within ten days of receipt; Northside's objection on day 11 was too late.

Why not C: This distractor appeals to the general idea that a party typically must sign a writing to be charged. It fails because the UCC merchant-confirmation exception allows a sender's signed confirmation to bind the recipient merchant absent a timely written objection, even if the recipient did not sign.

Answer B. Under UCC §2-201(2), when both parties are merchants a signed written confirmation sent by one merchant and received by the other can satisfy the Statute of Frauds if the recipient had reason to know its contents. The recipient is bound unless it gives written notice of objection within 10 days of receipt; an oral telephone message does not meet this written-notice requirement. Here BuyerCo received SellerCo's signed confirmation on June 3 and did not send a written objection within 10 days, so the contract is enforceable against BuyerCo.

Why not A: Tempting because the general Statute of Frauds rule requires a signed writing by the party to be charged. However, the merchant-confirmation exception (UCC §2-201(2)) allows a signed confirmation from the sender to bind the receiving merchant unless the recipient gives written objection within 10 days; SellerCo's signed confirmation was received and no timely written objection was given.

Why not C: Tempting because the answer highlights the 10-day window and a candidate might think any timely objection suffices. But the UCC requires the recipient's objection to be in writing; an oral phone call does not satisfy the statutory written-notice requirement, so the oral objection does not prevent enforcement.

Why not D: Tempting because specially manufactured goods and partial payment are recognized exceptions to the Statute of Frauds. But those are alternative bases for enforcement; here the merchant-confirmation rule independently satisfies the writing requirement, so SellerCo need not rely on those other exceptions.

Answer B. Under the UCC statute of frauds (sales of goods over $500), a signed writing is normally required. Between merchants, however, a signed confirmation sent by one merchant that is received by the other will bind the recipient unless the recipient objects in writing within 10 days. Because Beta received Alpha's signed confirmation and did not object within 10 days, the confirmation satisfies the writing requirement and the contract is enforceable against Beta.

Why not A: This answer rests on the general statute-of-frauds idea that the party to be charged must sign, but it ignores the merchant-confirmation exception. A signed confirmation from one merchant can bind the other if received and not objected to in writing within 10 days.

Why not C: Although payment or receipt of goods can also satisfy the statute of frauds in some situations, those facts are unnecessary here because the merchant-confirmation rule already provides a writing sufficient to enforce the contract.

Why not D: Specially manufactured goods are a separate exception to the statute of frauds, but that exception is not required in this scenario because enforceability follows from the signed merchant confirmation and Beta's failure to object.