Southwest Engineering Co., Inc. v. Martin Tractor Co.
205 Kan. 684 · 1970
Facts
Southwest Engineering Co., Inc., a Missouri general contractor, was preparing a bid for a U.S. Corps of Engineers project at McConnell Air Force Base in April 1966. Southwest's superintendent, Mr. R. E. Cloepfil, contacted Martin Tractor Co., Inc. for a price on a standby generator, and Martin's manager, Mr. Ken Hurt, quoted $18,500, re-confirming it the next day. Southwest used this price in its successful bid. On April 28, Hurt and Cloepfil met in Springfield, where Hurt increased the price to $21,500 for a D353 generator, or $15,000 for a D343 if approved. Hurt prepared a handwritten memorandum detailing the items and prices, which he gave to Cloepfil. On May 24, Martin sent a letter withdrawing all verbal quotations, citing restrictions. Southwest eventually purchased the generator from another company for $27,541, incurring damages.
Procedural history
The plaintiff initiated an action to recover damages for breach of contract. The trial was conducted before the court, which subsequently entered a judgment in favor of the plaintiff. The defendant then appealed this judgment.
Issue
Did the meeting between the parties and the handwritten memorandum result in an enforceable contract for the sale of goods under the Uniform Commercial Code, specifically regarding the Statute of Frauds requirements and the omission of payment terms?
Holding
Yes, the court held that an enforceable contract was formed between the parties, and the trial court's judgment in favor of the plaintiff was affirmed.
Rule
Under K.S.A. 84-2-201(1) (UCC Statute of Frauds), a contract for the sale of goods for $500 or more is enforceable if there is a writing sufficient to indicate a contract, signed by the party to be charged, and specifying quantity. The writing need not contain all material terms or state them precisely. K.S.A. 84-1-201(39) defines 'signed' broadly to include any symbol adopted with intent to authenticate. Furthermore, K.S.A. 84-2-204(3) provides that a contract does not fail for indefiniteness if parties intended to contract, even if terms are left open, and K.S.A. 84-2-310(a) supplies omitted payment terms, implying payment is due at the time and place the buyer receives the goods.
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