MBE Rules · Contracts
Specially manufactured goods exception
UCC §2-201(3)(a)
The rule
The SoF does not bar an oral contract for goods specially manufactured for the buyer and not suitable for sale to others in the seller's ordinary course, if the seller has substantially begun manufacture or made commitments for procurement before notice of repudiation.
In plain English
If a seller starts making custom goods for a buyer, the deal can be enforced even if it wasn't in writing, as long as the goods can't be sold to others easily.
Worked example
A seller begins crafting a custom sculpture for a buyer. The buyer tries to back out, but the seller can enforce the agreement because the sculpture can't be sold to anyone else.
Memory hook
Custom Goods, No Writing Needed. Oral contracts fly if goods are unique and already in the works.
The trap
Students think: Any special order avoids SoF. Wrong, because goods must be unsuitable for others and production must start. The actual test is whether seller began manufacture before repudiation.
How examiners test it
MBE loves: buyer cancels after oral agreement for custom goods. Trap: assuming SoF bars enforcement. Key: seller must've started production or made commitments before cancellation.
Drill this rule until it can't fail you.
Vrenberg generates unlimited questions on this exact rule, tracks your mastery of it, and brings it back until it sticks.