## Facts

- A rancher-hay dealer (Azevedo) and a hay producer (Minister) negotiated by phone in early November 1967 for the sale of hay at set prices per ton for different cuttings.
- The parties agreed to use a bank escrow arrangement under which Azevedo would deposit funds to cover hay as it was hauled from Minister’s ranch.
- The main dispute concerned quantity: Minister asserted an oral commitment for 1,500 tons; Azevedo asserted no quantity term was agreed.
- Azevedo deposited $20,000 into escrow and began hauling hay.
- Beginning December 4, Minister sent periodic written accountings listing haul dates, truckers, bale counts, and weights, and containing statements describing remaining hay “to be hauled” on Azevedo’s “purchase.”
- Azevedo received the writings and did not object in writing; after receiving a statement reflecting a low escrow balance with substantial hay remaining, he deposited additional funds.
- In late March 1968, Minister loaded only part of the trucks Azevedo sent due to insufficient escrow funds; Azevedo then refused to buy further hay.
- Minister sued Azevedo and Azevedo’s surety for breach of contract; the trial court ruled for Minister, treating the accountings as sufficient confirmations under Nevada’s enactment of UCC § 2-201(2).
- Azevedo appealed, challenging whether the writings qualified as confirmations and whether they were sent within a reasonable time.

## Issues

1. Whether the seller’s periodic written accountings to the buyer constituted confirmatory memoranda sufficient to satisfy the UCC statute of frauds for an oral contract between merchants.
2. Whether the accountings were sent within a reasonable time so that the oral agreement was enforceable despite the statute of frauds.

## Decision

- The Nevada Supreme Court affirmed the judgment for Minister.
- The court held the periodic accountings were confirmatory memoranda under NRS 104.2201(2) (UCC § 2-201(2)).
- The court held the accountings were sent within a reasonable time after the oral agreement.
- Because both parties were merchants and Azevedo failed to object in writing within 10 days after receipt, the confirmations bound him and the statute of frauds did not bar enforcement.

## Legal Principles

- For merchant-to-merchant sales, a writing “sufficient against the sender” that confirms an oral contract binds the recipient if the recipient has reason to know its contents and does not object in writing within 10 days.
- A confirmatory memorandum need not contain every term; it is sufficient if it provides a basis to believe the alleged oral agreement rests on a real transaction.
- The party asserting an oral contract bears the burden to show the oral agreement preceded the written confirmation.
- In determining “reasonable time” for sending a confirmation, courts may consider the nature of the transaction and ordinary business practices, including periodic statements tied to ongoing deliveries.
- A merchant-recipient’s silence in response to a confirming writing can satisfy the statute of frauds and defeat a later attempt to avoid the deal on the ground that no signed writing exists.

## Conclusion

The court enforced the alleged oral hay contract because the seller’s routine accountings functioned as timely merchant confirmations under UCC § 2-201(2), and the buyer—having received them without sending a written objection within 10 days—was bound notwithstanding the statute of frauds.


Azevedo v. Minister, 86 Nev. 576, 471 P.2d 661 (Nev. 1970)