Notice to Buyer Repudiating the Existence of an Oral Sales Agreement

The Uniform Commercial Code (UCC) has been adopted in whole or in part by the legislatures of all 50 states. Under the UCC, whenever the sales price of goods is $500 or more, the sales contract must be evidenced by a writing to be enforceable. The writing may be either a complete written contract signed by both parties or a memorandum (confirming letter) signed by the defendant.

This form is designed as a repudiating letter to set aside an oral transaction. No provision is made by the Code concerning the contents of the repudiating letter. Any statement sufficient to indicate the transaction that the party is repudiating is sufficient for purposes of the Code. The reference to the oral contract made in the repudiating letter may not be deemed an admission of the existence of that contract so as to bring the matter within the exception of Uniform Commercial Code § 2-201(3)(b). The form avoids this question of construction by not stating the quantity of goods that was the subject of the sale.