## Facts

- A seller advertised a 30-foot auxiliary sloop for sale.
- A prospective buyer inspected the boat, offered $4,650 by phone, and the seller accepted.
- The next day, the buyer delivered a check for $2,325 (half the price) marked: “deposit on aux. sloop, D’Arc Wind, full amount $4,650.”
- The parties agreed to meet several days later for payment of the balance and transfer of title.
- Before closing, the buyer stated he would not complete the purchase because a survey could not be performed by the scheduled date.
- The seller stated he would hold the buyer to the agreement; the buyer stopped payment on the deposit check and failed to close.
- The seller re-advertised and resold the boat to the highest offer of $3,000, incurring resale-related costs.
- The seller sued for breach of contract and moved for summary judgment, seeking $1,679.50 (contract-resale differential plus resale costs).
- The buyer asserted the agreement was conditional on a satisfactory survey, though the record reflected no such condition at the time of agreement and deposit.

## Issues

1. Whether the buyer’s deposit check notation constituted a sufficient signed writing to satisfy U.C.C. § 2-201 for a sale of goods over $500.
2. Whether the buyer’s asserted survey condition created a genuine dispute of material fact barring summary judgment.
3. Whether the seller was entitled to summary judgment for resale-based damages and incidental resale costs.

## Decision

- The court granted summary judgment for the seller.
- The court held the Statute of Frauds was satisfied because the check, signed by the buyer, indicated a contract for sale and sufficiently identified the goods/quantity in the context of a single, identified boat.
- The court also treated the buyer’s discovery admissions and the payment/acceptance of the check as additional bases taking the contract outside a Statute of Frauds defense.
- The court found no genuine issue of material fact supporting an enforceable survey condition.
- The court awarded damages measured by the difference between the contract price and the resale price, plus reasonable resale costs.

## Legal Principles

- Under U.C.C. § 2-201(1), an enforceable contract for sale of goods priced at $500 or more requires a writing indicating a contract for sale, signed by the party to be charged, and stating the quantity term; the writing need not include all terms and is not invalid merely because it omits or misstates terms.
- A check bearing a notation that identifies the goods and total price, and is signed by the buyer as drawer, can function as the required memorandum for a sale of goods.
- Under U.C.C. § 2-201(3), a party’s admission in litigation that a contract was made, and conduct amounting to payment and acceptance, can defeat a Statute of Frauds defense even if the memorandum is disputed.
- On summary judgment, a party opposing the motion must show a genuine dispute of material fact; a late-asserted condition precedent unsupported by the contemporaneous agreement and record may be insufficient.
- After a buyer’s breach, a seller who resells in a commercially reasonable manner may recover the contract-resale differential and reasonable incidental resale expenses.

## Conclusion

The court enforced the boat sale agreement and entered summary judgment for the seller, holding that the buyer’s check notation and admissions satisfied U.C.C. § 2-201 and that the buyer’s asserted survey condition did not create a triable issue, entitling the seller to resale-based damages and incidental costs.


Cohn v. Fisher, 118 N.J. Super. 286, 287 A.2d 222 (N.J. Super. Ct. Law Div. 1972)