Darrow v. Spencer
| Decision Date | 18 July 1978 |
| Docket Number | No. 50170,50170 |
| Citation | 1978 OK 107,581 P.2d 1309 |
| Parties | 24 UCC Rep.Serv. 819 Frank E. DARROW, Appellant, v. Clary SPENCER, d/b/a Spencer Valley Ranch, Appellee. |
| Court | Oklahoma Supreme Court |
Appeal from the District Court of Oklahoma County; Joe Cannon, Trial judge.
In this case, we are asked to review a judgment of the trial court, in which the court granted judgment in favor of a buyer of hay who sued the seller for breach of an oral contract.
Finding that the portions of the judgment which awarded damages for non-conforming goods light hay were supported by the evidence, we affirm that portion of the judgment. However, ruling that the unperformed portion of the oral contract, dealing with the sale of future cuttings of hay, could not be enforced because of the Statute of Frauds as set forth at 12A O.S. § 2-201, we reverse the portions of the judgment which awarded damages on the basis of the seller's failure to sell future cuttings of hay. We also reverse the trial court's awarding of attorney fees, as there was not sufficient evidence presented to allow the trial court to determine what a reasonable attorney fee should be. In so reversing the award of the attorney fee, we remand the case to the trial court for reconsideration of the attorney fee issue with instructions. AFFIRMED IN PART AND REVERSED IN PART; REMANDED WITH INSTRUCTIONS.
Francis M. Pickel, Jr., Oklahoma City, for appellant.
James A. Loomer, Oklahoma City, for appellee.
In the Spring of 1975, Dr. Frank E. Darrow and Clary Spencer entered into an oral contract for the sale of hay. Under the terms of the oral contract, upon which both parties agree, Dr. Darrow was to sell Mr. Spencer bales of hay at a $1.50 a bale, each bale to be a "good bale of hay". It was Mr. Spencer's understanding that under the terms of the contract, Dr. Darrow had agreed to sell him all the hay grown by the Doctor on his farm during the 1975 season. The Doctor admits the parties discussed the possibility of his selling all the hay grown during the 1975 season, but it was his understanding that such a term was never made final.
As the season progressed, the first two cuttings of the hay were baled, and Mr. Spencer took delivery of those cuttings. However, Dr. Darrow refused to sell him any more hay at the $1.50 price. Thereupon, a dispute arose as to whether under the terms of the oral contract, Dr. Darrow had committed himself to sell all the hay grown on his farm during the 1975 season. A dispute also arose over whether much of the hay from the first cutting was moldy, and whether the bales from the second cutting were light in weight.
Eventually, Mr. Spencer sued Dr. Darrow for breach of contract. In that suit, Mr. Spencer sought the following damages: (1) $5,680.75 for damages due to the alleged moldy nature of the first cutting of hay; (2) $750.00 damages due to the alleged non-conforming light bales in the second cutting; and (3) $6,225.00, the alleged additional amount Mr. Spencer was forced to pay for hay which he would have received from Dr. Darrow, but which he was obliged to purchase elsewhere at a higher price, allegedly due to the Doctor's breach. Mr. Spencer also sought a reasonable attorney fee.
Dr. Darrow answered by admitting that he had entered into a verbal agreement with the plaintiff to sell certain hay from his farm, but denied the allegations that the terms of the contract required him to sell all hay grown on his farm in 1975. Dr. Darrow also specifically denied that any hay sold to the plaintiff was moldy or that any minimum weight agreement had been breached. Additionally, Dr. Darrow filed a cross-petition seeking $1,303.95, alleged to be owed by Mr. Spencer for hay he had already received.
At trial, the trial judge, sitting as both trier of fact and law, by agreement of the parties, entered a judgment finding that the parties had in fact entered into a contract for the sale of all hay grown on Dr. Darrow's land during the 1975 growing season, and that the contract had been breached by Dr. Darrow. The trial court then entered a money judgment in favor of Mr. Spencer and against Dr. Darrow in the amount of $3,500.00 (representing 4,600 bales which Mr. Spencer would have received had the contract been carried out, times $.75 each, the additional cost of bales purchased by Mr. Spencer). The trial court also granted Mr. Spencer judgment in the amount of $100.00 for damage due to light weight bales, and also awarded Mr. Spencer attorney fees in the amount of $500.00. The court did not however award any damages based upon the alleged moldy hay, and the trial court's failure to do so is not before us.
Dr. Darrow has appealed from the judgment in the trial court arguing that, among other things, that the Statute of Frauds' provisions of the Uniform Commercial Code, set forth at 12A O.S.1971 § 2-201, prohibits the enforcement of the oral contract upon which the suit was based. Title 12A O.S. § 2-201 provides:
"(1) Except as otherwise provided in this section a contract for the sale of goods for the price of Five Hundred Dollars ($500.00) 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.
(2) Between the parties if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within 10 days after it is received.
(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable.
(a) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
(b) If the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
(c) With respect to goods for which payment has been made and accepted or which have been received...
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