Also known as: specially manufactured good · custom goods · specially made goods
Written by attorneys — see sources below.
Goods manufactured according to a buyer's particular specifications and not suitable for resale to others in the ordinary course of the seller's business. The category triggers an exception to the statute of frauds when the seller has made a substantial beginning in their manufacture or commitments for their procurement before receiving notice of repudiation under circumstances reasonably indicating the goods are for that buyer.
Simon Stern orally agreed to pay Sapphire Holdings $600 for a large set of china plates bearing his family crest. Sapphire began production and affixed the crests to several pieces before Stern repudiated the deal. Because the china was produced to Stern's unique specifications and could not be sold to others in the ordinary course of Sapphire's business, the oral contract became enforceable once Sapphire made a substantial beginning in manufacture.
Sarah Sullivan contracted orally with Skyline Construction for custom bowling alley equipment built to her alley's exact dimensions. Skyline purchased specialized materials and began fabrication before Sullivan canceled. The equipment qualified as specially manufactured goods because it was unsuitable for sale to other customers, rendering the oral agreement enforceable after Skyline's substantial commencement of work.
Frances M. Bonebrake, as administratrix of the estate of Woodrow B. Simek, brought suit against Donald and Claude Cox, doing business as Tamarack Bowl, to recover the balance due on two contracts for the sale and installation of bowling equipment. In February 1968, a fire destroyed the Cox brothers' bowling alley in Missouri Valley, Iowa. On April 17, 1968, the Cox brothers contracted with Simek to purchase and install specified used equipment for a total price of $20,000. On August 23, 1968, they entered into a second contract for ten used Brunswick Model A pinspotters delivered and installed for $35,000. Simek, a sole proprietor based in Ashland, Nebraska, who dealt in new and used bowling equipment, hired Ilert Avery, known as Blackie, to perform the installations. The pinspotters were placed at the end of the lanes by September 4, 1968, but were inoperative with many frozen bearings requiring replacement parts. Simek died on September 6, 1968, at which point multiple items from the first contract remained undelivered, including score chairs, fiberglass seating, a ball cleaning machine, lockers, house balls, storage racks, and rental shoes. The Cox brothers had paid $27,500 on the contracts combined. Following Simek's death, the Cox brothers sought assistance from his sister, Mrs. Bonebrake, and attempted to locate the missing equipment at Simek's warehouses with Blackie's help, but these efforts yielded little. After Blackie left the job following an altercation around September 12, the Cox brothers hired other specialists to complete repairs and installations. On September 17, 1968, their attorneys sent a letter to Mrs. Bonebrake describing the incomplete work, the need for repairs, payments made, and their intent to keep records of expenses for potential claims. The Tamarack Bowl opened for business on October 14, 1968. The district court, following the recommendation of a Special Master, entered judgment for the plaintiff in the amount of $27,000. The Cox brothers appealed to the United States Court of Appeals for the Eighth Circuit.
View caseThe seller must establish that the goods were specially manufactured for the buyer, are not suitable for sale to others in the ordinary course of business, and that the seller made a substantial beginning in their manufacture or commitments for their procurement before receiving notice of repudiation under circumstances reasonably indicating the goods were for that buyer.
No. The exception dispenses with the writing requirement entirely once the statutory conditions are met, allowing enforcement of an otherwise oral contract that satisfies the substantial-beginning test.
Section 2-105 expressly includes specially manufactured goods within the definition of goods, confirming they are movable items subject to Article 2 even though they do not yet exist at contracting. The statute-of-frauds exception in § 2-201(3)(a) then supplies the enforcement mechanism for oral deals involving such items.
Supporting sources
…the uniform commercial code's statute of frauds provision. Moreover, O.R.C. Sec. 1302.04 contains special provisions concerning specially manufactured goods and goods for which payment has been made and accepted. These terms are unique to the commercial sales field and a determination of rights often require referring to related uniform…