13 Pa.C.S. Ch. 22

in effect

13 Pa.C.S. § 22 Applicability.

This act shall apply as follows: (1) This act applies to a document of title that is issued or a bailment that arises on or after the effective date of this section. (2) This act does not apply to a document of title that is issued or a bailment that arises before the effective date of this section even if the document of title or bailment would be subject to this act if the document of title had been issued or bailment had arisen after the effective date of this section. (3) This act does not apply to a right of action that has accrued before the effective date of this section. Explanatory Note. Act 13 amended, added or deleted Division 1, sections 2103, 2104, 2202, 2208, 2310, 2323, 2401, 2503, 2505, 2506, 2509, 2605, 2705, 2A103, 2A207, 2A501, 2A514, 2A518, 2A519, 2A526, 2A527, 2A528, 3103, 4104, 4210, 4A105, 4A106, 4A204 and 5103, Division 7 and sections 8102, 8103, 9102, 9203, 9207, 9208, 9301, 9304, 9309, 9310, 9312, 9313, 9314, 9317, 9338 and 9601.

13 Pa.C.S. § 2201 Formal requirements; statute of frauds.

(a) General rule.--Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record. (b) Writing confirming contract between merchants.--Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (a) against the party unless notice in a record of objection to its contents is given within ten days after it is received. (c) Enforceability of contracts not satisfying general requirements.--A contract which does not satisfy the requirements of subsection (a) but which is valid in other respects is enforceable: (1) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the business of the seller and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; (2) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (3) with respect to goods for which payment has been made and accepted or which have been received and accepted (section 2606). (d) Qualified financial contracts.--Subsection (a) does not apply to a qualified financial contract, as defined in section 1206(c)(1) (relating to statute of frauds for kinds of personal property not otherwise covered), if either: (1) there is, as provided in section 1206(c)(3), sufficient evidence to indicate that a contract has been made; or (2) the parties, by means of a prior or subsequent written contract, have agreed to be bound by the terms of the qualified financial contract from the time they reach agreement (by telephone, by exchange of electronic messages or otherwise) on those terms. (May 22, 1996, P.L.248, No.44, eff. imd.; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsecs. (a) and (b). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. 1996 Amendment. Act 44 added subsec. (d). See section 14(c) of Act 44 in the appendix to this title for special provisions relating to applicability to qualified financial contracts. References in Text. Section 1206, referred to in this section, was repealed and added by the act of April 16, 2008 (P.L.57, No.13). Present section 1206 relates to presumptions. Cross References. Section 2201 is referred to in sections 2209, 2326 of this title.

13 Pa.C.S. § 2202 Final expression: parol or extrinsic evidence.

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented: (1) by course of performance, course of dealing or usage of trade (section 1303); and (2) by evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days; July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended the section heading, intro. par. and par. (2). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 2202 is referred to in sections 2316, 2326 of this title.

13 Pa.C.S. § 2203 Seals inoperative.

The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

13 Pa.C.S. § 2204 Formation in general.

(a) General rule.--A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract. (b) Effect of undetermined time of making agreement.--An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined. (c) Effect of open terms.--Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. Cross References. Section 2204 is referred to in section 2311 of this title.

13 Pa.C.S. § 2205 Firm offers.

An offer by a merchant to buy or sell goods in a signed record which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

13 Pa.C.S. § 2206 Offer and acceptance in formation of contract.

(a) General rule.--Unless otherwise unambiguously indicated by the language or circumstances: (1) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; and (2) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer. (b) Beginning requested performance without notice.--Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

13 Pa.C.S. § 2207 Additional terms in acceptance or confirmation.

(a) General rule.--A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. (b) Effect on contract.--The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: (1) the offer expressly limits acceptance to the terms of the offer; (2) they materially alter it; or (3) notification of objection to them has already been given or is given within a reasonable time after notice of them is received. (c) Conduct establishing contract.--Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this title.

13 Pa.C.S. § 2208 Course of performance or practical construction (Deleted by amendment).

2008 Amendment. Section 2208 was deleted by amendment April 16, 2008, P.L.57, No.13, effective in 60 days.

13 Pa.C.S. § 2209 Modification, rescission and waiver.

(a) Consideration unnecessary for modification.--An agreement modifying a contract within this division needs no consideration to be binding. (b) Writing excluding modification or rescission.--A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party. (c) Compliance of modified contract with statute of frauds.--The requirements of section 2201 (relating to formal requirements; statute of frauds) must be satisfied if the contract as modified is within its provisions. (d) Ineffective modification or rescission as waiver.--Although an attempt at modification or rescission does not satisfy the requirements of subsection (b) or (c) it can operate as a waiver. (e) Retraction of waiver.--A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 amended subsec. (b). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References. Section 2209 is referred to in section 1303 of this title.

13 Pa.C.S. § 2210 Delegation of performance; assignment of rights.

(a) Delegation of performance.--A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach. (b) Assignment of rights.--Except as otherwise provided in section 9406 (relating to discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles and promissory notes ineffective), unless otherwise agreed, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of due performance by the assignor of his entire obligation can be assigned despite agreement otherwise. (c) Effect of security interest.--The creation, attachment, perfection or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (b) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection and enforcement of the security interest remain effective, but: (1) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer; and (2) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement. (d) Assignment prohibition limited to performance.--Unless the circumstances indicate the contrary, a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the performance of the assignor. (e) Effect and enforceability of general assignment.--An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract. (f) Security for assignment delegating performance.--The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (section 2609). (June 8, 2001, P.L.123, No.18, eff. July 1, 2001) 2001 Amendment. Act 18 amended subsec. (b), relettered subsec. (c) to subsec. (d), subsec. (d) to subsec. (e) and subsec. (e) to subsec. (f) and added a new subsec. (c).

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM&ttl=13Fetched: 10/16/2026