Merchant Confirmation and Anticipatory Repudiation

The statute of frauds likely does not bar the claim. Under UCC § 2-201(1), a sale of goods for $500 or more requires a writing sufficient to indicate a contract, signed by the party against whom enforcement is sought. Precision is the party to be charged, and Precision sent the email. The typed name 'Precision Motion Inc.' at the bottom can satisfy the UCC signature requirement because a signature includes any symbol that the party intends to authenticate the writing. A typed company name in an email can qualify if it shows that intent, which is likely here because Precision expressly said 'This confirms our agreement.'

Even without § 2-201(1), the merchant-confirmation rule in § 2-201(2) applies between merchants. Oregon Bakery is a merchant as to bakery equipment, and Precision is a manufacturer. Precision sent a writing in confirmation of the contract that was sufficient against Precision. Oregon Bakery had reason to know its contents and did not object in writing within ten days. Those facts can make the contract enforceable against Oregon Bakery. But Oregon Bakery is the plaintiff; Precision is bound by its own signed writing under § 2-201(1) regardless of the confirmation rule. Precision's argument that Oregon Bakery never agreed to the terms goes to contract formation, not the statute of frauds, and the email plus the oral agreement can support formation.

Precision's May 1 email is an anticipatory repudiation. It clearly states that Precision will not perform before the June 1 delivery date. Oregon Bakery may treat the repudiation as a breach immediately or wait for performance, but waiting can carry risk if circumstances change. If Oregon Bakery sues now, it must show that Precision's repudiation was definite and that Oregon Bakery was ready, willing, and able to perform.

For remedies, Oregon Bakery may seek expectation damages under the UCC. Because it has not covered by buying a replacement, it may recover the difference between the contract price and the market price at the time it learned of the breach, plus incidental and consequential damages. A custom conveyor may have no ready market, so Oregon Bakery may instead seek lost profits or other provable damages caused by the breach. If the conveyor is sufficiently unique, Oregon Bakery might seek specific performance under UCC § 2-716, but that is extraordinary for commercial equipment. Precision may argue that Oregon Bakery mitigated or that damages are speculative. Oregon Bakery should document its expected use and any replacement cost.

No. The merchant-confirmation rule requires the recipient to have reason to know the writing's contents and to fail to object in writing within ten days. Oregon Bakery's reply is a written objection, and it was sent within three days. That objection prevents the confirmation from satisfying the statute of frauds against Oregon Bakery under § 2-201(2). The objection also puts Precision on notice that Oregon Bakery disputes a term.

The objection does not necessarily destroy the entire contract. It prevents the merchant-confirmation route from binding Oregon Bakery, but Precision is still bound by its own signed writing under § 2-201(1). Oregon Bakery could still enforce the oral agreement if another statute-of-frauds exception applies, such as Precision's admission in pleadings or court, or if the parties' partial performance qualifies. On these facts, the better analysis is that the merchant-confirmation rule no longer supplies the missing writing against Oregon Bakery, but Precision's signed email remains sufficient against Precision.