Court Opinions

State Laws

US Code

US Constitution

Statute of frauds for kinds of personal property not otherwise covered - 13 Pa. Cons. Stat. § 1206

Legal Research Home > Pennsylvania Statutes

     § 1206.  Statute of frauds for kinds of personal property not
                otherwise covered.
        (a)  General rule.--Except in the cases described in
     subsection (b), a contract for the sale of personal property is
     not enforceable by way of action or defense beyond $5,000 in
     amount or value of remedy unless there is some writing which
     indicates that a contract for sale has been made between the
     parties at a defined or stated price, reasonably identifies the
     subject matter, and is signed by the party against whom
     enforcement is sought or by his authorized agent.
        (b)  Exceptions.--Subsection (a) does not apply to contracts
     for the sale of goods (section 2201) nor of securities (section
     8113) nor to security agreements (section 9203). Furthermore,
     subsection (a) does not apply to qualified financial contracts
     to the extent provided in subsection (c).
        (c)  Qualified financial contracts.--
            (1)  As used in this section and in section 2201(d)
        (relating to formal requirements; statute of frauds),
        "qualified financial contract" means an agreement to which
        each party is other than a natural person and which is:
                (i)  for the purchase and sale of foreign exchange,
            foreign currency, bullion, coin or precious metals on a
            forward, spot, next-day value or other basis;
                (ii)  a contract (other than a contract for the
            purchase and sale of a commodity for future delivery on,
            or subject to the rules of, a contract market or board of
            trade) for the purchase, sale or transfer of any
            commodity or any similar good, article, service, right or
            interest which is presently or in the future becomes the
            subject of dealing in the forward contract trade, or any
            product or by-product thereof, with a maturity date more
            than two days after the date the contract is entered
            into;
                (iii)  for the purchase and sale of currency, or
            interbank deposits denominated in United States dollars;
                (iv)  for a currency option, currency swap or cross-
            currency rate swap;
                (v)  for a commodity swap or a commodity option
            (other than an option contract traded on or subject to
            the rules of a contract market or board of trade);
                (vi)  for a rate swap, basis swap, forward rate
            transaction or an interest rate option;
                (vii)  for a security-index swap or option or a
            security or securities price swap or option;
                (viii)  an agreement which involves any other similar
            transaction relating to a price or index (including,
            without limitation, any transaction or agreement
            involving any combination of agreements described in
            subparagraphs (i) through (vii), and any cap, floor,
            collar or similar transaction with respect to a rate,
            commodity price, commodity index, security or securities
            price, security-index or other price index); or
                (ix)  an option with respect to any agreement
            described in subparagraphs (i) through (viii).
            (2)  Subsection (a) does not apply to a qualified
        financial contract if either:
                (i)  there is, as provided in paragraph (3),
            sufficient evidence to indicate that a contract has been
            made; or
                (ii)  the parties thereto, by means of a prior or
            subsequent written contract, have agreed to be bound by
            the terms of the qualified financial contract from the
            time they reach agreement (by telephone, by exchange of
            electronic messages or otherwise) on those terms.
            (3)  For purposes of this subsection and section 2201(d),
        there is sufficient evidence that a contract has been made if
        any of the following applies:
                (i)  There is evidence of electronic communication
            (including, without limitation, the recording of a
            telephone call or the tangible written text produced by
            computer retrieval) sufficient to indicate that in the
            communication a contract was made between the parties.
                (ii)  A confirmation in writing sufficient to
            indicate that a contract has been made between the
            parties and sufficient against the sender is received by
            the party against whom enforcement is sought no later
            than the fifth business day after the contract is made
            (or such other period of time as the parties may agree in
            writing) and the sender does not receive, on or before
            the third business day after receipt (or such other
            period of time as the parties may agree in writing),
            written objection to a material term of the confirmation.
            For purposes of this subparagraph, a confirmation or an
            objection thereto is received at the time there has been
            actual receipt by an individual responsible for the
            transaction or, if earlier, at the time there has been
            constructive receipt, which is the time actual receipt by
            such an individual would have occurred if the receiving
            party, as an organization, had exercised reasonable
            diligence. For purposes of this subparagraph, a "business
            day" is a day on which both parties are open and
            transacting business of the kind involved in that
            qualified financial contract which is the subject of the
            confirmation. The confirmation and notice of objection
            referred to in this subparagraph may be communicated by
            means of telex, telefacsimile, computer or other similar
            process by which electronic signals are transmitted by
            telephone or otherwise, but a party claiming to have
            communicated in such manner shall, unless the parties
            have otherwise agreed in writing, have the burden of
            establishing actual or constructive receipt by the other
            party as set forth in this subparagraph.
                (iii)  The party against whom enforcement is sought
            admits in its pleading, testimony or otherwise in court
            that a contract was made.
                (iv)  There is a note, memorandum or other writing
            sufficient to indicate that a contract has been made,
            signed by the party against whom enforcement is sought or
            by its authorized agent or broker.
            (4)  For purposes of this subsection and section 2201(d):
                (i)  Evidence of an electronic communication
            indicating the making therein of a contract or a
            confirmation, admission, note, memorandum or writing is
            not insufficient merely because it omits or incorrectly
            states one or more material terms agreed upon, so long as
            such evidence provides a reasonable basis for concluding
            that a contract was made.
                (ii)  The tangible written text produced by telex,
            telefacsimile, computer retrieval or other process by
            which electronic signals are transmitted by telephone or
            otherwise shall constitute a writing.
            (5)  Nothing in this subsection shall be construed to
        affect in any respect the construction or interpretation of
        any provision of this title, other than this subsection and
        section 2201(d). Without limiting the generality of the
        foregoing, nothing in this subsection shall be construed to
        limit the generality of the term "writing" as defined in
        section 1201 (relating to general definitions), to affect the
        interpretation of subsection (a) or section 2201(a) insofar
        as they relate to the sufficiency of a writing or to affect
        the construction of any other provision of this title
        relating to the time when a communication is deemed received,
        given or effective. Nothing in this subsection or in section
        2201(d) shall be construed to imply that a qualified
        financial contract would be subject to subsection (a) or
        section 2201(a) but for this subsection or section 2201(d).
            (6)  Nothing in this subsection or in section 2201(d)
        shall be construed to affect or limit the application to a
        qualified financial contract of any other law validating
        records, signatures or transactions made or evidenced by
        nontraditional media.
     (May 22, 1996, P.L.248, No.44; June 8, 2001, P.L.123, No.18,
     eff. July 1, 2001)

        2001 Amendment.  Act 18 added subsec. (c)(6).
        1996 Amendment.  Act 44 amended the entire section, effective
     immediately as to subsec. (c) and the last sentence of subsec.
     (b) and 180 days as to the remainder of the section. See section
     14(c) of Act 44 in the appendix to this title for special
     provisions relating to applicability to qualified financial
     contracts.
        References in Text.  Former section 9203, referred to in
     subsection (b), is repealed.
        Cross References.  Section 1206 is referred to in section
     2201 of this title.

Last modified: November 27, 2007