dissenting:
I do not agree that the writings submitted by appellant, whether taken alone or together, satisfy the second requirement of § 8-319(a) or (d), namely, that a contract was made.
On May 12, 1967, the Executive Vice President of 20th Century wrote a letter to the Insurance Commissioner of Delaware outlining details of a plan for financing First State Life. The purpose of the letter was to persuade the Commissioner to issue to First State Life a certificate of authority to write life insurance in Delaware. The letter stated:
[W]e propose to submit the following plan to the appropriate officers, directors and incorporators of the Holding Company [First State Investors] and the Life Company. 20th Century Corporation would invest $249,390.00 or $.50 a share in the Life Company in exchange for 498,780 shares of Common Stock of the Life Company.
R. 68a.
This writing does not show that a contract had been made; it looks only to the possibility of a contract in the future. *8See In re Flying W Airways, Inc., 341 F.Supp. 26, 72 (E.D.Pa.1972).1
On June 30, 1967, the President of 20th Century wrote to an attorney who was closely involved in the affairs of First State Investors, as follows:
I assume you have mailed the notice of [sic] stockholders of the special meeting to act upon our offer.
R. 71a.
This writing also looks only to a future contract.
In an affidavit2 dated March 15, 1969, the President of 20th Century swore:
20th Century was interested in this proposal [to help finance First State Life] and submitted a plan to Commissioner Short, the Insurance Commissioner of Delaware, for his approval. A copy of said plan is attached hereto as Exhibit 1[.] While this plan was never approved or disapproved by Commissioner Short, it was approved by the stockholders of Investors and by the United States District Court for Delaware[.]
R. 65a.
This writing alone cannot show that a contract was made, for it says only that a plan was presented to and accepted by the stockholders of First State Investors. It cannot be ascertained from this writing whether the presentation and acceptance of the plan were the equivalent of an offer and acceptance, or whether they were instead steps preliminary to an offer and acceptance. It may be that 20th Century and the officers and directors of First State Investors had indeed made a contract that only needed to be ratified by the stockholders of First State Investors. However, it may *9also be that before the officers and directors of First State Investors could proceed to make a contract with 20th Century they needed the consent of the stockholders. It may also be that 20th Century wanted to know if its plan would be acceptable to the stockholders before it took the trouble to make up final terms and present them in a formal offer. To decide among these possibilities is to speculate on whether or not a contract was made — something the Statute of Frauds is intended to forbid.
Appellant argues that the three writings taken together demonstrate that a contract was made. “[Sjeveral writings may be considered in combination and the Statute of Frauds is satisfied if the writings so conjoined meet the requirements of the Code.” Anderson, Uniform Commercial Code, § 2-201:51 at 284 (2d ed. 1970). See also Oswald v. Allen, 417 F.2d 43, 46 (2d Cir. 1969); In re Flying W Airways, Inc., supra. However, even when considered in combination, the first two writings show only that a contract was contemplated, and that steps were being taken towards agreement on it; the third shows only that some step — one cannot say exactly what step — was taken. Cf. cases cited by appellant, all of which turn on writings that do show a contract, e. g., Cooper v. Vitraco, Inc., 320 F.Supp. 239 (D.C. Virgin Islands 1970) (corporate minutes signed by incorporators of corporate defendant indicating number of shares and purchase price of stock to be sold to plaintiff); Tripp v. Pay’n Pak Stores, Inc., 268 Ore. 1, 518 P.2d 1298 (1974) (defendant’s corporate minutes, signed by defendant, recited prior oral agreement and confirmed price and quantity terms); Cohn v. Fisher, 118 N.J.Super. 286, 287 A.2d 222 (1972) (deposit check, signed by party to be charged, had quantity and price stated on face together with description of merchandise to be purchased); Jinright v. Russel, 123 Ga.App. 706, 182 S.E.2d 328 (1971) (check signed by defendant with notation, “for binder on a store”); Addiego v. Hill, 268 Cal.App.2d 280, 73 Cal.Rptr. 901 (1968) (writings contained the specific terms of the agreement and were specifically accepted by plaintiff in a second letter).
*10Appellant cites several cases, in particular Harry Rubin & Sons, Inc. v. Consolidated Pipe Company of America, Inc., 396 Pa. 506, 153 A.2d 472 (1959), for the principle that under the Statute of Frauds as revised in the Code (i. e., § 2-201 and, by implication, § 8-319, see note 2 supra), “All that is required is that the writing afford a basis for believing that the offered oral evidence rests on a real transaction.” Comment, 12A P.S. § 2-201. There is no question that the writings offered demonstrate that business was really being transacted between the parties. However, “transaction” must be understood to refer to “contractual transaction” — i. e., a contract actually made; otherwise, written evidence of preliminary contractual negotiations would suffice to overcome the Statute. So understood, the principle cited by appellant is not enough to save appellant’s case.
I would affirm.
VAN der VOORT, J., joins in this Opinion.. This case involved construction of the Statute of Frauds applicable to sale of goods 12A P.S. § 2-201. Such a case is nevertheless instructive in a § 8-319 case, for the purpose of § 8-319 was “[t]o conform the statute of frauds provisions with regard to securities to the policy of the provisions on the Article on Sales (Article 2) on sale of goods.” Comment, 12A P.S. § 8-319.
. The affidavit was for use in court proceedings in Delaware ih a suit by First State Investors against 20th Century to compel specific performance of the contract alleged here.