How Much Writing is Enough to Qualify as a "Written Agreement" Under NY Law?
Not terribly much, according to a recent decision from a Queens County trial court. In Phone Card America, Inc. v. Quality Discount Equipment Sellers, LLC, the defendant sold plaintiff a specialized printing press for the express purpose of printing phone cards. Unfortunately, despite plaintiff's numerous efforts to have the press's problems both diagnosed and repaired, they were informed by an expert technician that had been recommended by the defendant that it still required a transformer to make the machine functional. Although the defendant allegedly promised plaintiff that they would provide the transformer, they never did so. In response to plaintiff's lawsuit seeking, among other things, to rescind the contract, the defendant moved to dismiss the complaint on the grounds that since the contract was for goods exceeding $500 in value and had never been reduced to writing, plaintiff's argument should be barred by New York's Statute of Frauds. In rejecting the defendant's argument, however, the Queens County trial court held, however, as follows: "In the case at bar, the plaintiff produced an e-mail from the defendant which amounts to a "writing" sufficient to satisfy UCC 2-201. (See, Bazak Intl. Corp. v. Tarrant Apparel Group, 378 F Supp 2d 377 [applying New York law].) Although the e-mail is not detailed, the Official Comment to UCC 2-201 states: "1. The required writing need not contain all the material terms of the contract and such material terms as are stated need not be precisely stated. All that is required is that the writing afford a basis for believing that the offered oral evidence rests on a real transaction." The moral of the story is both clear and twofold: (1) don't automatically assume that your potential breach of contract action is D.O.A. just because you didn't have a full-blown and detailed contract; and, (2) in any transaction or course of dealing, ALWAYS make sure you get SOMETHING about the nature of your agreement memorialized in writing; all you need is enough to establish that an agreement between the parties existed.
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