C.R.S. Section 4-2-201
Formal requirements

  • statute of frauds

(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 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 (1) beyond the quantity of goods shown in the record.

(2)

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 (1) of this section against the party unless notice in a record of objection to its contents is given within ten days after it is received.

(3)

A contract which does not satisfy the requirements of subsection (1) of this section 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 (section 4-2-606).

Source: Section 4-2-201 — Formal requirements - statute of frauds, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-04.­pdf (accessed Oct. 20, 2023).

4‑2‑101
Short title 4‑2‑102
Scope - certain security and other transactions excluded from this article 4‑2‑103
Definitions and index of definitions 4‑2‑104
Definitions: “merchant” - “between merchants” - “financing agency” 4‑2‑105
Definitions: transferability - “goods” - “future” goods - “lot” - “commercial unit” 4‑2‑106
Definitions: “contract” - “agreement” - “contract for sale” - “sale” - “present sale” - “conforming” - “termination” - “cancellation” - “hybrid transaction” 4‑2‑107
Goods to be severed from realty - recording 4‑2‑201
Formal requirements - statute of frauds 4‑2‑202
Final expression - parol or extrinsic evidence 4‑2‑203
Seals inoperative 4‑2‑204
Formation in general 4‑2‑205
Firm offers 4‑2‑206
Offer and acceptance in formation of contract 4‑2‑207
Additional terms in acceptance or confirmation 4‑2‑208
Course of performance or practical construction 4‑2‑209
Modification, rescission, and waiver 4‑2‑210
Delegation of performance - assignment of rights 4‑2‑301
General obligations of parties 4‑2‑302
Unconscionable contract or clause 4‑2‑303
Allocation or division of risks 4‑2‑304
Price payable in money, goods, realty, or otherwise 4‑2‑305
Open price term 4‑2‑306
Output, requirements, and exclusive dealings 4‑2‑307
Delivery in single lot or several lots 4‑2‑308
Absence of specified place for delivery 4‑2‑309
Absence of specific time provisions - notice of termination 4‑2‑310
Open time for payment or running of credit - authority to ship under reservation 4‑2‑311
Options and cooperation respecting performance 4‑2‑312
Warranty of title and against infringement - buyer’s obligation against infringement 4‑2‑313
Express warranties by affirmation, promise, description, sample 4‑2‑314
Implied warranty - merchantability - usage of trade 4‑2‑315
Implied warranty - fitness for particular purpose 4‑2‑316
Exclusion or modification of warranties 4‑2‑317
Cumulation and conflict of warranties express or implied 4‑2‑318
Third party beneficiaries of warranties express or implied 4‑2‑319
terms 4‑2‑320
terms 4‑2‑321
- “net landed weights” - “payment on arrival” - warranty of condition on arrival 4‑2‑322
Delivery “ex-ship” 4‑2‑323
Form of bill of lading required in overseas shipment - “overseas” 4‑2‑324
“No arrival, no sale” term 4‑2‑325
“Letter of credit” - “confirmed credit” 4‑2‑326
Sale on approval and sale or return - rights of creditors 4‑2‑327
Special incidents of sale on approval and sale or return 4‑2‑328
Sale by auction 4‑2‑401
Passing of title - reservation for security - limited application of this section 4‑2‑402
Rights of seller’s creditors against sold goods 4‑2‑403
Power to transfer - good faith purchase of goods - “entrusting” 4‑2‑501
Insurable interest in goods - manner of identification of goods 4‑2‑502
Buyer’s right to goods on seller’s insolvency - repudiation - failure to deliver 4‑2‑503
Manner of seller’s tender of delivery 4‑2‑504
Shipment by seller 4‑2‑505
Seller’s shipment under reservation 4‑2‑506
Rights of financing agency 4‑2‑507
Effect of seller’s tender - delivery on condition 4‑2‑508
Cure by seller of improper tender or delivery - replacement 4‑2‑509
Risk of loss in the absence of breach 4‑2‑510
Effect of breach on risk of loss 4‑2‑511
Tender of payment by buyer 4‑2‑512
Payment by buyer before inspection 4‑2‑513
Buyer’s right to inspection of goods 4‑2‑514
When documents deliverable on acceptance - when on payment 4‑2‑515
Preserving evidence of goods in dispute 4‑2‑601
Buyer’s rights on improper delivery 4‑2‑602
Manner and effect of rightful rejection 4‑2‑603
Merchant buyer’s duties as to rightfully rejected goods 4‑2‑604
Buyer’s options as to salvage of rightfully rejected goods 4‑2‑605
Waiver of buyer’s objections by failure to particularize 4‑2‑606
What constitutes acceptance of goods 4‑2‑607
Effect of acceptance - notice of breach - burden of establishing breach after acceptance - notice of claim or litigation to person answerable over 4‑2‑608
Revocation of acceptance in whole or in part 4‑2‑609
Right to adequate assurance of performance 4‑2‑610
Anticipatory repudiation 4‑2‑611
Retraction of anticipatory repudiation 4‑2‑612
“Installment contract” - breach 4‑2‑613
Casualty to identified goods 4‑2‑614
Substituted performance 4‑2‑615
Excuse by failure of presupposed conditions 4‑2‑616
Procedure on notice claiming excuse 4‑2‑701
Remedies for breach of collateral contracts not impaired 4‑2‑702
Seller’s remedies on discovery of buyer’s insolvency 4‑2‑703
Seller’s remedies in general 4‑2‑704
Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods 4‑2‑705
Seller’s stoppage of delivery in transit or otherwise 4‑2‑706
Seller’s resale including contract for resale 4‑2‑707
“Person in the position of a seller” 4‑2‑708
Seller’s damages for nonacceptance or repudiation 4‑2‑709
Action for the price 4‑2‑710
Seller’s incidental damages 4‑2‑711
Buyer’s remedies in general - buyer’s security interest in rejected goods 4‑2‑712
“Cover” - buyer’s procurement of substitute goods 4‑2‑713
Buyer’s damages for nondelivery or repudiation 4‑2‑714
Buyer’s damages for breach in regard to accepted goods 4‑2‑715
Buyer’s incidental and consequential damages 4‑2‑716
Buyer’s right to specific performance or replevin 4‑2‑717
Deduction of damages from the price 4‑2‑718
Liquidation or limitation of damages - deposits 4‑2‑719
Contractual modification or limitation of remedy 4‑2‑720
Effect of “cancellation” or “rescission” on claims for antecedent breach 4‑2‑721
Remedies for fraud 4‑2‑722
Who can sue third parties for injury to goods 4‑2‑723
Proof of market price - time and place 4‑2‑724
Admissibility of market quotations 4‑2‑725
Statute of limitations in contracts for sale
Green check means up to date. Up to date

Current through Fall 2024

§ 4-2-201’s source at colorado​.gov