I’m happy to help you with your question about contracts and the statute of frauds.
The answer to your question is that the wholesaler is most likely bound by the contract with Shawna, unless there are other factors that would invalidate the contract. Here is why:
First, the contract between Shawna and the wholesaler is governed by the UCC, not the common law. The UCC applies to contracts for the sale of goods, which are defined as “all things…which are movable at the time of identification to the contract for sale” (UCC § 2-105). The articles of clothing that Shawna ordered from the wholesaler are goods under this definition. The UCC also applies when at least one of the parties is a merchant, which means “a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction” (UCC § 2-104). Both Shawna and the wholesaler are merchants in this case, as they deal in women’s clothes.
Second, the contract between Shawna and the wholesaler satisfies the statute of frauds, which is a legal doctrine that requires certain types of contracts to be in writing to be enforceable. The statute of frauds varies by state, but generally follows the UCC § 2-201, which states that “a contract for the sale of goods for the price of $500 or more is not enforceable…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”. The contract between Shawna and the wholesaler falls under this provision, as it involves goods worth $500 or more ($6 x 500 = $3000). The email that Shawna sent to the wholesaler is a writing sufficient to indicate that a contract for sale has been made, as it contains the essential terms of the contract: quantity (500 pieces), description (sweaters, skirts, and jackets), price ($6 per piece), and delivery date (May 1). The email is also signed by Shawna, who is the party seeking enforcement. Therefore, the email satisfies the statute of frauds and makes the contract enforceable.
Third, the contract between Shawna and the wholesaler is not affected by the fact that the wholesaler did not respond to Shawna’s email or later texted her that she had not agreed to the price. Under the UCC § 2-206, “an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances”. In this case, Shawna’s email was an offer to make a contract, and it invited acceptance by any reasonable manner and medium. The wholesaler could have accepted by replying to Shawna’s email, calling her on the phone, or sending her a confirmation letter. However, under the UCC § 2-206(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”. This means that if Shawna’s order was for prompt or current shipment, then the wholesaler could have accepted by shipping the goods to Shawna within a reasonable time. Therefore, if the wholesaler shipped or promised to ship the goods within a reasonable time after receiving Shawna’s email, then she accepted Shawna’s offer and formed a binding contract. If she did not ship or promise to ship within a reasonable time, then she did not accept Shawna’s offer and there was no contract. However, if she shipped or promised to ship after texting Shawna that she had not agreed to the price, then she made a counteroffer that Shawna could accept or reject.