Cravotta v. Deggingers' Foundry, Inc.

• Decision Date: 11 September 2009
• Docket Number: No. 101,050.,101,050.
• Citation: 215 P.3d 636
• Parties: Mark CRAVOTTA, d/b/a Cravotta Studios, Appellee, v. DEGGINGERS' FOUNDRY, INC., Appellant.
• Court: Kansas Court of Appeals

215 P.3d 636

Mark CRAVOTTA, d/b/a Cravotta Studios, Appellee, v. DEGGINGERS' FOUNDRY, INC., Appellant.

No. 101,050.

Court of Appeals of Kansas.

September 11, 2009.

Eric Kjorlie, of Topeka, for appellant.

Richard Petersen-Klein, of Fisher, Patterson, Sayler & Smith, L.L.P., of Topeka, for appellee.

Before RULON, C.J., and HILL, J., and KNUDSON, S.J.

HILL, J.

In this case, Deggingers' Foundry, Inc., of Topeka, promised in a settlement agreement to manufacture and deliver some chandeliers and other items to the plaintiff, Mark Cravotta, in Dallas, Texas, by a certain date. The foundry failed to do so. During the trial of this matter, when Tim Degginger claimed Cravotta's failure to forward important electrical system information stopped the foundry from making a timely delivery, the district court ruled the Uniform Commercial Code's statute of frauds barred Degginger from successfully raising such a defense. We must reverse and remand this case because the trial court failed to consider the contract in the commercial context from which it arose, as the Code requires. By relying only on the statute of frauds and not considering the parol evidence statute in the Code, the court erred.

We note the case history.

Cravotta engaged the Deggingers' Foundry to make some chandeliers, sconces, and lanterns for installation in a mansion in Texas in April 2003. Cravotta wanted the foundry to make 3 nickel-bronze chandeliers, 8 nickel-wall sconces, and 16 silicone-bronze lanterns. The cost for these items was $106,000, and the parties anticipated a production time of 90 days.

The parties signed a concise two-page contract drawn on Deggingers' letterhead. The essence of their agreement provided a 10-step list of how the parties intended to complete the project:

"By way of outline this contract shall be implemented by:

"1. Contract.

"2. Final shop drawings prepared by Degginger's Foundry, Inc.

"3. Final engineering review of the shop drawings.

"4. Patterns.

"5. Prototypes.

"6. Owner Approval.

"7. Aesthetic sample submittals.

"8. Production.

"9. Product approval.

"10. Shipping to job site."

The rest of the agreement contained terms concerning method of payment and other matters not pertinent to this appeal.

Matters did not go smoothly for the parties, and on June 20, 2005, Cravotta filed a breach of contract lawsuit against Degginger in Shawnee County. Cravotta alleged he had already paid $79,500 under the contract and Degginger had breached their contract by failing to manufacture the products. Cravotta sought $79,500 in damages plus interest. In response, Degginger admitted it made the contract with Cravotta but alleged the original contract had been modified by a series of subsequent communications and acknowledgments from both sides.

Despite the lawsuit, the parties were still working toward a common goal. For example, Degginger delivered the 16 lanterns to Cravotta even after Cravotta filed the petition. But, we note those lanterns had no wiring or glass. Tension between the parties apparently eased since, instead of going forward with the breach-of-contract case, Cravotta and Degginger reached an agreement to settle the lawsuit and complete the project.

The parties recite their settlement agreement into the record in district court.

On February 3, 2006, the district court held a hearing so a record could be made of the parties' agreement. Cravotta appeared at the hearing, but only counsel was present on behalf of Degginger. Cravotta's attorney stated the parties had agreed that Degginger currently owed $62,478.22 to Cravotta under the April 7, 2003, contract. Degginger agreed to complete the eight sconces and three chandeliers. These items would be completed in a manner satisfactory to Cravotta and delivered to him by April 15, 2006. Once the items were completed and delivered to Cravotta, Degginger would be credited $62,478.22 and, for completing the work, Cravotta would pay Degginger the remaining balance owed to the foundry under the contract. Finally, Degginger agreed to pay Cravotta $6,000 for legal fees.

Unfortunately, Degginger did not deliver the sconces and chandeliers to Cravotta by April 15, 2006. Therefore, on May 12, 2006, Degginger filed several motions alleging Cravotta had prevented the foundry from completing the sconces and chandeliers on time because Cravotta failed to provide vital information needed to complete the wiring of the items. Thus, Degginger asked the district court to find that Cravotta had breached the settlement agreement and asked the court to order Cravotta to pay $27,000 to Degginger for completing at least part of the contract. In turn, Cravotta denied the allegations and asked for judgment against Degginger. The question then became which party first breached their settlement agreement.

The district court tried the dispute in April 2008. Tim Degginger, President of Deggingers' Foundry, Inc., testified about all of the work the foundry had completed in compliance with the contract. Because Cravotta could not provide acceptable models or patterns, the foundry had to hand-sculpt some patterns and machine-sculpt the remaining patterns used to create the chandeliers and sconces. After months of discussions and submissions of many drawings, the parties finally agreed on a design that was acceptable to the owner of the house in Texas. Degginger pointed out that for 1 chandelier, the foundry made 33 parts from lost-wax castings, each hand sculpted. The remaining 53 other parts were sand-cast, meaning they were hand carved as well. He said the chandeliers and sconces are at the foundry, essentially complete. The only remaining work to be done on them is wiring and the final polishing. According to Degginger, wiring is the problem.

From the start of the project until the trial to the court, Degginger sought information from Cravotta about the "stepdown transformers" inside the house where the items were going to be placed. According to Degginger, Cravotta never provided this information. In the foundry's view, this information was crucial in order to ensure that the sconces and chandeliers were properly wired and safe to use inside the house. Degginger stated the house in Texas has a very unusual electrical system for a residence—480-volt, three-phase power, and current at 600 watts. He pointed out that the foundry uses a similar electrical system to melt bronze, 300 pounds in 15 minutes. Such electrical power is very dangerous, potentially lethal. The stepdown transformers lower the current to 220 or 110 volts, single phase. Therefore, wiring of the chandeliers and sconces required expert design assistance, what Degginger referred to was an electrical engineer's stamp of approval on the wiring plans.

In support, the foundry introduced as an example of the parties ongoing communication, a February 28, 2005, e-mail to Cravotta from Janet Zoble, who was hired by Degginger to work with Cravotta in designing the items to be created. It stated:

"Electrical drawings are nearly complete on the chandelier. Detailing will require input from the electrical engineer. I'm sure he will want to know the wattage you intend as well as the size of the breakers dedicated to the chandeliers and sconces. There are 18 bulbs per chandelier; at 25 watts that's 450W each or 900W for the two living room units; at 40W that would be 750W each or 1500W for two. Would you intend any more than that??"

In addition, Degginger introduced an April 11, 2006, letter written by its attorney and sent to Cravotta's attorney stating: "Mr. Degginger advises me that we have completed our part of the metal work and Mr. Cravotta still has some decisions to make."

Degginger also stated that all the work the foundry could perform to finish the sconces and chandelier was finished by mid-March 2006. He acknowledged that under the settlement agreement the foundry was to complete the chandeliers and sconces and deliver them by April 15, 2006. Cravotta did not put on any evidence to rebut Degginger's testimony.

In ruling on this case, the district court was troubled by the fact that neither the April 7, 2003, contract nor the settlement agreement of February 3, 2006, explicitly mentioned Cravotta had a duty to provide electrical information to Degginger. The district court believed that if the need of such information was so significant, the parties should have stated so explicitly in the agreements. Ultimately, the court concluded that if Cravotta had such a duty, the statute of frauds found in K.S.A. 84-2-201 required that it be put in writing and signed by Cravotta. Because that was not done, the district court ruled the statute prevented it from finding that Cravotta had such a duty under the agreements. Thus, the district court found that because Degginger did not complete and deliver the sconces and chandeliers by April 15, 2006, it breached the settlement agreement. Therefore, the court granted judgment to Cravotta in the amount of $62,478.22 (plus interest) and $6,000 in attorney fees.

We state our standard of review and list pertinent statutes.

To review this case, we must interpret several statutes. Interpretation of a statute is a question of law over which this court has unlimited or plenary review. See Genesis Health Club, Inc. v. City of Wichita, 285 Kan. 1021, 1031, 181 P.3d 549 (2008).

Since this case involves the sale of goods, the Uniform Commercial Code applies. The Code, in many ways, directs parties and the courts to view commercial transactions within the context of the marketplace. One of the Code's purposes is "to permit the continued expansion of commercial practices through custom, usage and agreement of the parties." K.S.A. 84-1-102(b). In other words, the Code tries to promote commerce, not inhibit it. Even the section of the Code used by the trial court, K.S.A. 84-2-201(1), points out that some writing is essential, but "a writing" is enforceable even if it omits an agreed...