23. Is the supplier's statute of frauds defense likely to succeed?

D is correct. The Statute of Frauds applies because the contract is for 300 washing machine motors, tangible moveable objects, at $300 per motor (a total price of $90,000). Contracts for the sale of goods valued at $500 or more require a signed writing to be enforceable. Restatement (Second) of Contracts § 110 (1981). UCC § 2-201. To satisfy the Statute of Frauds, the writing must be signed by or on behalf of the party to be charged and state with reasonable certainty the essential terms of the agreement. Restatement (Second) of Contracts § 131 (1981). A valid signature can be any symbol made or adopted with an intention to authenticate the writing as that of the signer. Restatement (Second) of Contracts § 134 (1981).

Here, there is a note on the manufacturer's letterhead, but the party to be charged is the supplier and no facts suggest the supplier wrote or signed any document, which is why the supplier can successfully assert the Statute of Frauds defense. The UCC is liberal on indefiniteness, but under UCC § 2-204, if one or more terms of the proposed bargain were left open, then there was likely no intent to create a contract. Here, the manufacturer and supplier discussed a quantity of 300 motors for $300 per a motor, but the manufacturer's written note did not include any information about the quantity or quality, which are essential terms of the agreement.

A is incorrect. Under Restatement (Second) of Contracts § 139 (1981), a contract within the Statute of Frauds is enforceable without a writing if it is reasonably foreseeable that the promise would induce the promisee to take action; courts consider the reasonableness of the promisee's action, the character of the action in relation to the remedy sought, and the availability of other remedies, such as cancellation or restitution. Here, the manufacturer relied on the supplier's offer to provide 300 washing machine motors, but its reliance was unreasonable because the supplier never confirmed the manufacturer's order; a reasonable manufacturer would've waited for the supplier to reply before districting catalogs to its customers. Moreover, no facts suggest the supplier should've foreseen that the manufacturer would send out catalogs in June because the manufacturer did not need the parts until October. Thus, the manufacturer cannot use reliance to enforce the contract where a signed writing is required.

B is incorrect. This answer choice is incorrect because it doesn't address the central issue. Timely objection to a promise that must satisfy the Statute of Frauds is not a basis for enforcing that agreement without a writing signed by the party to be charged.

This answer choice attempts to apply the «battle-of-the-forms» theory. Under the UCC, a definite expression of acceptance constitutes an acceptance even if it states terms additional to or different from those agreed upon. UCC § 2-207. Under the last-shot doctrine, the additional terms become part of the contract unless (i) the offer expressly limits acceptance to the terms of the offer; (ii) the terms materially alter the contract; or (iii) the party objects to the new or different terms within a reasonable time after notice of the terms was received. UCC § 2-207. Here, as discussed above, the essential terms of the contract were not included in the writing, which would make it unenforceable under the Statute of Frauds despite the manufacturer's attempt to create a valid writing. Thus, whether the supplier objected to the manufacturer's vague note is irrelevant.

C is incorrect. To satisfy the Statute of Frauds, the writing must be signed by or on behalf of the party to be charged and state with reasonable certainty the essential terms of the agreement. Restatement (Second) of Contracts § 131 (1981). Courts liberally construe what satisfies a signature requirement; a valid signature can be any symbol made or adopted with an intention to authenticate the writing as that of the signer, such as a party's initials or letterhead. Restatement (Second) of Contracts § 134 (1981). Although the note from the manufacturer to the supplier was on the manufacturer's letterhead, which would likely satisfy the signature requirement, the supplier never signed the agreement. This answer choice correctly suggests the writing was invalid because the supplier never signed the agreement, but it is not the best answer because the note did not include the essential terms, such as the price and quantity, which are also required for the writing to satisfy the Statute of Frauds.