Cohn v. Fisher
118 N.J. Super. 286, 287 A.2d 222 (1972)
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Rule of Law:
Under the Uniform Commercial Code (UCC) § 2-201, a check with notations indicating the goods, quantity, and price, signed by the buyer, can serve as a sufficient written memorandum to satisfy the Statute of Frauds and make an oral contract for the sale of goods over $500 enforceable.
Facts:
- Albert L. Cohn advertised his 30-foot auxiliary sloop, the 'D'Arc Wind,' for sale in the New York Times.
- After inspecting the boat, Donal L. Fisher telephoned Cohn and made an offer of $4,650, which Cohn accepted.
- The following day, Fisher met Cohn and gave him a check for $2,325 as a deposit.
- Fisher wrote on the check: 'deposit on aux. sloop, D'Arc Wind, full amount $4,650.'
- Both parties agreed that Fisher would pay the remaining balance that upcoming Saturday and take possession of the boat.
- A few days later, before the Saturday meeting, Fisher informed Cohn he would not complete the purchase because a survey of the boat could not be conducted in time.
- Fisher then stopped payment on the deposit check and failed to complete the purchase on the agreed-upon date.
- Cohn subsequently re-advertised the boat and sold it for the highest offer he received, which was $3,000.
Procedural Posture:
- Albert L. Cohn filed a lawsuit against Donal L. Fisher in the Superior Court of New Jersey, Law Division (a state trial court), for breach of contract.
- Cohn sought damages of $1,679.50, representing the difference between the contract price and the final resale price, plus incidental costs.
- During discovery, Fisher admitted in depositions that he had made an oral agreement to purchase the boat.
- Cohn moved for summary judgment, arguing there was no genuine issue of material fact and that he was entitled to judgment as a matter of law.
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Issue:
Does a check, signed by the buyer, which identifies the goods, total price, and serves as a deposit, constitute a sufficient writing to make an oral contract for the sale of goods over $500 enforceable under the Uniform Commercial Code's Statute of Frauds?
Opinions:
Majority - Rosenberg, J.C.C.
Yes. A check that is signed by the party to be charged and contains notations sufficient to indicate a contract for sale has been made, including the quantity of goods, satisfies the writing requirement of the UCC's Statute of Frauds. The court found the oral contract between Cohn and Fisher enforceable for three independent reasons under UCC § 2-201. First, the check itself qualified as a written memorandum under § 2-201(1) because it was a writing indicating a contract for sale (identifying the boat and price), was signed by the party to be charged (Fisher), and stated the quantity (one sloop). The UCC specifically rejects the old rule that a memorandum must contain all material terms. Second, under § 2-201(3)(b), the contract was enforceable because Fisher admitted in his depositions that a contract for sale was made. Third, under § 2-201(3)(c), the check constituted partial performance because it was 'payment made and accepted,' which makes a contract enforceable for the goods for which payment was made; since the contract was for a single, indivisible item, this partial performance validated the entire contract. Fisher's subsequent stop-payment order on the check was legally irrelevant to the contract's formation and enforceability.
Analysis:
This decision clarifies the liberalized standards for satisfying the Statute of Frauds under the Uniform Commercial Code, marking a departure from stricter, pre-Code common law requirements in New Jersey. By holding that a simple check with basic notations can form an enforceable contract, the court reinforces the UCC's purpose of facilitating commercial transactions and preventing parties from using a technicality to escape a bargain they genuinely made. The ruling establishes a strong precedent that multiple avenues exist to validate an oral contract—a sufficient writing, judicial admission, or partial performance—making it more difficult for a party to renege on an agreement for the sale of goods. This practical application of the UCC affects everyday commercial dealings by giving legal weight to informal but clear transactional documents like checks.
