The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
(Cite as: 9A V.S.A. § 2-201)
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§ 2—201. Formal requirements; statute of frauds
(1) Except as otherwise provided in this section a contract for the sale of goods for
the price of $500.00 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’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’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 (§ 2—606). (Amended 2025, No. 17, § 2, eff. July 1, 2025.)