(1) Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is some writing 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 his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.

(2) Between merchants if within a reasonable time a writing 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 (1) against such party unless written notice of objection to its contents is given within ten days after it is received.

Terms Used In South Dakota Codified Laws 57A-2-201

  • Buyer: means a person who buys or contracts to buy goods. See South Dakota Codified Laws 57A-2-103
  • Contract: A legal written agreement that becomes binding when signed.
  • Contract for sale: includes both a present sale of goods and a contract to sell goods at a future time. See South Dakota Codified Laws 57A-2-106
  • Seller: means a person who sells or contracts to sell goods. See South Dakota Codified Laws 57A-2-103
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • written: include typewriting and typewritten, printing and printed, except in the case of signatures, and where the words are used by way of contrast to typewriting and printing. See South Dakota Codified Laws 2-14-2

(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable

(a) 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 seller‘s business 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; or

(b) 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

(c) With respect to goods for which payment has been made and accepted or which have been received and accepted (§ 57A-2-606); or

(d) With respect to the sale of grain, grain sorghums, beans, pulse crops, and oil seeds:

(i) If the party seeking enforcement of the contract has a recorded statement of the contract terms with the party against whom enforcement is sought or a noncontract party’s verbal or written verification of the contract terms confirmed by the party against whom enforcement is sought; or

(ii) If the party seeking enforcement of the contract has a written agreement by the party against whom enforcement is sought providing for the enforcement of verbal contracts; or

(iii) If within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving the writing in confirmation has reason to know its contents, the writing in confirmation satisfies the requirements of subsection (1) of this section against such party unless written notice of objection to its contents is given within two days after the writing in confirmation is received.

Source: SL 1966, ch 150, § 2-201; SDCL §§ 57-3-1 to 57-3-3; SL 2009, ch 253, § 1; SL 2015, ch 244, § 1.

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