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Notes - Harry Rubin Sons, Inc. v. Consolidated Pipe Co. of America, Inc.
NOTE
In Southwest Engineering Co. v. Martin Tractor Co., 205 Kan. 684, 473 P.2d 18 (1970), the plaintiff-buyer alleged that representatives of the two companies had reached an agreement for the sale of a generator (together with various accessories), which the seller later refused to honor. At the conclusion of their negotiations, the seller had given the buyer a piece of paper, on which the name of the seller was printed, listing the price of the generator and various other pieces of equipment. The Kansas Supreme Court concluded that this price list was a sufficient memorandum within the meaning of U.C.C. §2-201 and affirmed judgment in favor of the buyer. A student note in the Harvard Law Review criticized the court's reasoning:
The memorandum before the court — on its face nothing more than a price list — was proof not of agreement, but, at most, only of negotiations. By the court's reasoning, a memorandum reading, "One generator, signed, Seller" would similarly be sustained. To hold that such "agreements" satisfy the requirement of a writing implies that the memorandum need merely plant the seed of agreement in the mind in the court: extrinsic evidence may then be used to determine the meaning and sufficiency of the writing. If pursued, the court's interpretation would allow the simple exchange of a price list or similar evidence of negotiation, which occurs in virtually every transaction for the sale of goods, to satisfy the statute. While the facts of Southwest Engineering would seem to induce sympathy for the court's position, it is the very possibility of a manufactured statement of favorable facts that the statute is designed to preclude. The expansive view of the Kansas Supreme Court would seem to substantially weaken this protection and effectively read the Statute of Frauds out of the Uniform Commercial Code except in very rare cases.
84 Harv. L. Rev. 1737, 1738-1739 (1971).
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