Bazak Intern. Corp. v. Mast Indus

In Bazak Intern. Corp. v. Mast Indus., 73 NY2d 113 [1989] the plaintiff sent the defendant five "purchase orders" for the sale of goods exceeding $ 500, signed by plaintiff but not by defendant, against whom enforcement was sought. Defendant argued that the writings only constituted offers to enter into an agreement, and therefore failed to satisfy the Statute of Frauds (id. at 117). However, the court rejected the defendant's argument holding that the writings therein "adequately indicate[d] confirmation of a preexisting agreement" (id. at 124). Specifically, the court found that: "The terms set forth are highly specific; precise quantities, descriptions, prices per unit and payment terms are stated. The documents refer to an earlier presentation by defendant's agent . . .The date April 23, 1987 is written on the forms and the date April 30 on the transmission, indicating reference to a transaction that took place a week before they were sent. Finally, defendant itself relayed plaintiff's forms. The telecopier transmittal sheet shows that the forms were sent to defendant by defendant's own parent company in New York, using its facilities -- obviously suggesting that the forms were not merely unsolicited purchase orders from plaintiff, but that their content reflected an agreement that had been reached between the parties" (id.). The court concluded that "while no one of these factors would be sufficient under UCC 2-201 (2), considered together they adequately indicate confirmation of a preexisting agreement so as to permit [plaintiff] to go forward and prove its allegations" (id. at 124).