1. Why was the contract required to be in writing?

2. Did the contract comply with the statute of frauds?

3. Does a writing that does not comply with the statute of frauds make the alleged contract void?

Michelle Rosenfeld, an art dealer, went to artist Jean-Michel Basquiat’s apartment on October 25, 1982. While she was there, Basquiat agreed to sell her three paintings for $4,000 each, and she picked out three. Basquiat asked for a cash deposit of 10 percent; Rosenfeld left the loft but returned later with $1,000 in cash, which she paid to Basquiat.

When she asked for a receipt, he insisted on drawing up a contract and got down on the floor and wrote it out in crayon on a large piece of paper, remarking that someday this contract would be worth money. The handwritten document listed the three paintings, bore Rosenfeld’s signature and Basquiat’s signature, and stated: “$12,000—$1,000 DEPOSIT ¼ Oct 25 82.” Rosenfeld later returned to Basquiat’s loft to discuss delivery, but Basquiat convinced her to wait for at least two years so that he could show the paintings at exhibitions. After Basquiat’s death, the estate argued that there was no contract because the statute of frauds made the agreement unenforceable. The estate contended that a written contract for the sale of goods must include the date of delivery. From a judgment in favor of the estate, Rosenfeld appealed.

JUDICIAL OPINION

CARDAMONE, J.… Because this case involves an alleged contract for the sale of three paintings, any question regarding the Statute of Frauds is governed by the U.C.C. (applicability to “transactions in goods”) (contract for $500 or more is unenforceable “unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party [charged]”). Under the U.C.C., the only term that must appear in the writing is the quantity. See U.C.C. § 2-201.

Beyond that, “[a]ll that is required is that the writing afford a basis for believing that the offered oral evidence rests on a real transaction.” The writing supplied by the plaintiff indicated the price, the date, the specific paintings involved, and that Rosenfeld paid a deposit. It also bore the signatures of the buyer and seller. Therefore, the writing satisfied the requirements of § 2-201. Citing Berman Stores Co. v Hirsch, 240 N.Y. 209 (1925), the estate claims that a specific delivery date, if agreed upon, must be in the writing. Berman Stores was decided before the enactment of the U.C.C., and was based on the principle that “the note or memorandum … should completely evidence the contract which the parties made.” The rule that a specific delivery date is “an essential part of the contract and must be embodied in the memorandum” was rejected by the legislature—at least for sale-of-goods cases—when it enacted the U.C.C. …………………………