Continental Grain Co. v. Martin, 75-1324
| Decision Date | 04 August 1976 |
| Docket Number | No. 75-1324,75-1324 |
| Parties | 19 UCC Rep.Serv. 1056 CONTINENTAL GRAIN COMPANY, Plaintiff-Appellee, v. Clem MARTIN and Clem Martin, Individually and d/b/a Martin Brothers & Son, Defendants-Appellants. |
| Court | U.S. Court of Appeals — Fifth Circuit |
Leland B. Kee, Angleton, Tex., for defendants-appellants.
Hubert Oxford, III, Beaumont, Tex., for plaintiff-appellee.
Appeal from the United States District Court for the Eastern District of Texas.
Before BROWN, Chief Judge, JONES and GOLDBERG, Circuit Judges.
This is a diversity action arising in Texas and governed by the laws of Texas. Continental Grain Company negotiated with the Martins, a partnership, for the purchase of 10,000 bushels of soybeans at a price of $3.33 per bushel. Subsequently the Martins informed Continental that delivery would not be made. The market price for soybeans had risen to $5.131/2 per bushel. Continental sued for breach of contract. The district court, without a jury, rendered judgment for Continental. The Martins have appealed.
Although other questions are raised by the Martins, their principal contentions are twofold. It is urged, first, that there was no contract between the parties, and second, that recovery is precluded by the Statute of Frauds provision of the Texas Uniform Commercial Code. The question as to whether there was a meeting of the minds between the parties to this litigation is basically a fact issue. The issue was resolved by the district court and its finding that there was an agreement is amply supported by the evidence.
The negotiations were conducted by telephone, and the oral agreement was at first for 10,000 bushels at $3.30 per bushel for October-November, 1972, delivery. Continental sent a written contract form to the Martins. A subsequent telephone call changed the price to $3.33 per bushel and the delivery date to the following December-January. Continental sent the Martins a written form of agreement to effect the change. Neither of the agreements was signed by the Martins. A telephoned agreement extending the delivery date was followed by a written confirmation from Continental to the Martins. Early in February Continental received a letter from an attorney for the Martins which repudiated the agreement. Continental sued. The district court found, among other things, that the Martins were merchants. It rendered judgment against them for $18,050, the difference between the contract price and the market price on the last agreed delivery date.
That part of the Statute of Frauds provision of the Texas Uniform Commercial Code which is pertinent here is in these terms:
"(a) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense 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 or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.
(b) Between merchants if within a reasonable time a writing in confirmation of the contract...
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...Transportation Co., 613 F.2d 1385 (5th Cir.1980); Allen v. A.G. Edwards & Sons, Inc., 606 F.2d 84 (5th Cir.1979); Continental Grain Co. v. Martin, 536 F.2d 592 (5th Cir.1976), cert. denied, 429 U.S. 1024, 97 S.Ct. 643, 50 L.Ed.2d 625 (1976); Thorington v. Cash, 494 F.2d 582 (5th Cir.1974). ......
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