Fort Hill Lumber Co. v. Georgia-Pacific Corp., GEORGIA-PACIFIC
| Decision Date | 31 March 1972 |
| Docket Number | GEORGIA-PACIFIC |
| Parties | , 10 UCC Rep.Serv. 616 FORT HILL LUMBER COMPANY, an Oregon corporation, Respondent, v.CORPORATION, a Georgia corporation, Appellant. |
| Court | Oregon Supreme Court |
Norman J. Wiener, Portland, argued the cause for appellant. With him on the briefs were Miller, Anderson, Nash, Yerke & Wiener, R. Alan Wight and Martin B. Vidgoff, Portland.
Edward Murphy, Jr., Portland, argued the cause for respondent. With him on the brief were Wheelock, Richardson, Niehaus, Baines & Murphy, Portland.
Before O'CONNELL, C.J., and DENECKE, HOLMAN, TONGUE, HOWELL and BRYSON, JJ.
This is an action by the buyer to recover damages for the breach of an alleged contract for the sale of hemlock logs. Defendant appeals from a judgment entered on a verdict awarding plaintiff $77,000 damages.
There was evidence which would establish the following facts. Defendant's logging manager, Ray Ayers, and plaintiff's log buyer, Ziegler, met on June 1, 1967 to view a stand of timber which defendant planned to log. Plaintiff was interested in purchasing the hemlock logs in the stand. Ayers and Ziegler walked through some but not all parts of the area to be logged. Ayers did not describe or point out specifically which parts of the area were to be logged. Ayers told Ziegler that there was approximately ten million board feet constituting the total volume of all species and that about one half of it, or five million board feet was hemlock. Ayers showed Ziegler a written cruise or estimate indicating the various species and estimated volume of each. Ayers said he would sell the hemlock to plaintiff for $62.50 per thousand board feet and Ziegler said he would take it. Ten days later Ziegler called Ayers and Ayers confirmed the fact that they had a contract for the sale of the hemlock. Ayers asked Ziegler to write him a letter of confirmation for defendant's records. Ziegler sent the following confirmatory letter:
'This is a letter of confirmation of a verbal agreement made with you on June 1, 1967. We will pay you $62.50 per M. Net Truck scale for all 3M and better Hemlock logs. The timber is located in approximately T. 10 S., R. 11 W. and lays generally east of Agate Beach. These logs will be scaled by the Columbia River Log Scaling Bureau at the Fort Hill Scaling Station. Scaling costs will be divided equally between Georgia Pacific Corporation and Fort Hill Lumber Company.
'Payment for the logs will be made within ten days after receipt of a Columbia River Log Scaling Bureau certificate by Fort Hill Lumber Company.
'There is a possibility that a small percentage of the 3 mill logs will prove to be unsatisfactory for manufacture at our mill. If this does prove to be, we would like to request an alternate destination for these logs, with the logs being scaled by the Columbia River Log Scaling Bureau and payment for the logs being made by Fort Hill Lumber Company.
'It is our understanding that this will be a summer logging situation, with the logging being done on firt roads. The estimated volume is between four and one half to five million feet, and that it will take about two years to log.
'Our desired log lengths are specified on the attached sheet.'
Defendant contracted with a third party to do the logging and deliver the hemlock to plaintiff. That contract designated the areas to be logged. The designation was in terms of sections and fractions of sections, and further specification of the area to be logged and made by incorporating into the contract a map showing not only the sections and fractions of sections included but also delineating within the section lines irregular areas colored in green. Finally, the contract specified that the logging was to be 'within the cutting lines marked on the ground by Company, hereinafter referred to as 'cutting area."
Delivery of approximately one million board feet of hemlock logs was made to plaintiff during the summer of 1967. An additional 200,000 board feet of hemlock were delivered in the summer of 1968. The price of camp run hemlock rose from $62.50 in 1967 to $120--$130 in 1968--1969. On March 13, 1969, defendant informed plaintiff that it did not intend to do more logging and would not continue to supply plaintiff. Plaintiff then brought this action for breach of contract.
Defendant first contends that the evidence was not sufficient to establish a contract for the sale of hemlock because there was no agreement as to the quantity or any method of determining the quantity.
We find this contention without merit. Both parties bargained upon the basis of defendant's estimate of the total quantity of timber to be logged and the estimate of the volume of hemlock in that total. The estimates represented an approximation of the number of logs which would be produced from an area the perimeter of which was known to defendant. It is not essential to the formation of a contract that plaintiff also know the exact location of the timber. Defendant agreed to sell and plaintiff agreed to purchase all of the hemlock on the area known to defendant. The fact that the amount of hemlock on that area is not known to either party does not render the contract void for uncertainty. The requisite definiteness exists because the total area to be logged was known (although only to defendant) and it is possible, therefore, to determine the volume of hemlock in the total area.
Defendant argues that even if the bargain was sufficiently definite it was in violation of the Statute of Frauds and therefore void. The letter of June 14, 1967 purports to confirm the oral contract of June 1, 1967. If it is a confirmatory letter within the meaning of ORS 72.2010(2) the Statute of Frauds is satisfied. 1
Defendant argues that the letter does not constitute a 'confirmation' of the oral contract because it contains indefinite, inconsistent and additional terms. In support of this contention defendant repeats its argument that the quantity of logs to be sold was not agreed upon. We have disposed of this argument above.
Defendant finds an inconsistency between the reference in the letter to a sale of 'all' the hemlock logs and the later reference to a specific amount. It is obvious that the reference to a...
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