                                 CODE OF VIRGINIA

FORMAL REQUIREMENTS; STATUTE OF FRAUDS (§ 8.2-201)

1. Except as otherwise provided in this section a contract for the sale of goods
for the price of $500 or more is not enforceable by way of action or defense
unless there is a record sufficient to indicate that a contract for sale has
been made between the parties and signed by the party against whom enforcement
is sought or by the party&#8217;s authorized agent or broker. A record is not
insufficient because it omits or incorrectly states a term agreed upon but the
contract is not enforceable under this subsection beyond the quantity of goods
shown in the record.

2. Between merchants if within a reasonable time a record in confirmation of the
contract and sufficient against the sender is received and the party receiving
it has reason to know its contents, it satisfies the requirements of subsection
(1) against the party unless notice in a record of objection to its contents is
given within ten days after it is received.

3. A contract which does not satisfy the requirements of subsection (1) but
which is valid in other respects is enforceable

   a. if the goods are to be specially manufactured for the buyer and are not
   suitable for sale to others in the ordinary course of the seller&#8217;s
   business and the seller, before notice of repudiation is received and under
   circumstances which reasonably indicate that the goods are for the buyer, has
   made either a substantial beginning of their manufacture or commitments for
   their procurement; or

   b. if the party against whom enforcement is sought admits in his pleading,
   testimony or otherwise in court that a contract for sale was made, but the
   contract is not enforceable under this provision beyond the quantity of goods
   admitted; or

   c. with respect to goods for which payment has been made and accepted or which
   have been received and accepted (&#xA7; 8.2-606).

HISTORY: 1964, c. 219; 2024, c. 652.