Koenen v. Royal Buick Co., 2
| Decision Date | 14 November 1989 |
| Docket Number | No. 2,CA-CV,2 |
| Citation | 783 P.2d 822,162 Ariz. 376 |
| Parties | , 11 UCC Rep.Serv.2d 1096 Thomas KOENEN, Plaintiff/Appellee, v. ROYAL BUICK COMPANY, Defendant/Appellant. 89-0086. |
| Court | Arizona Court of Appeals |
Schwanbeck, Lane & Present by Victor R. Schwanbeck, Tucson, for plaintiff/appellee.
Mendelsohn, Oseran, Mance & Eisner, P.C. by Richard S. Oseran, Tucson, for defendant/appellant.
Defendant Royal Buick Company (Royal Buick) appeals from a judgment entered in favor of Thomas Koenen in connection with an alleged breach of contract involving a limited edition automobile. Because sufficient evidence was presented that Koenen entered into a contract with Royal Buick and that Royal Buick breached that contract, we affirm.
In September 1986, Thomas Koenen learned from automobile literature that General Motors planned to manufacture 500 special editions of the Buick Regal Grand National automobile. The vehicle, dubbed the Grand National Experimental (GNX) was the quickest limited production car in the United States at that time. The GNX, like the Grand National, was available only in black and had a 3.8 turbo- Several months before Royal Buick, a Tucson-based automobile dealership, received official notification that it would receive one of the 500 GNX autos, Koenen contacted salesperson William Yalen at Royal Buick. Koenan, along with his father and brother, collected cars under the name of Koenen Classic Cars. Their collection was stored in an air-conditioned California warehouse. Koenen had previously conducted transactions with Royal Buick and Yalen. In March 1986, Koenen purchased a 1986 Grand National from Royal Buick for cash. Yalen was the salesperson. In August 1986, Koenen purchased a 1987 Grand National through Yalen from Royal Buick for cash.
[162 Ariz. 378] charged fuel-injected hand-built motor. The GNX, however, had additional features including an intercooled turbo-charged V-6 engine with special body, special tires and suspension, and special wheels. The GNX was featured on the cover of Autoweek and Popular Mechanics. 1
In November 1986, Koenen went to Yalen and told him that he wished to buy a GNX. Koenen showed Yalen current literature regarding Buick's plan to offer a limited number of this special edition. During discussions with Yalen and new car sales manager Robert Sagar, Koenen agreed to pay the window sticker price for the vehicle, that is, the price placed on the car at the factory. 2
In December 1986, Royal Buick General Manager Tom Bird orally agreed to sell the GNX to Gary Gerovac. No purchase order was completed, however. On January 5, 1987, Jeff Buchner signed a purchase order agreement to purchase a GNX from Royal Buick. Although Buchner offered to give Royal Buick a $1000 deposit in connection with the purchase order, he was told that a $100 deposit was satisfactory. At that time, sales manager Sagar assured Buchner that he was "first in line."
On February 16, 1987, a purchase order form was signed by Koenen, Yalen, and Sagar regarding the GNX. The document contained the notation:
Order is not binding on Seller until accepted in writing by officer, or Sales-manager of Seller, and until Purchaser's credit has been approved.
The purchase order also contained the notation "Price and Availability To Be Determined?" Koenen was listed on the form as the purchaser. Koenen told Sagar and Yalen that he was willing to pay up to $30,000 if that was the sticker price. Sagar and Yalen told Koenen that no one else had made a deposit and that Koenen was number one to receive a GNX. Koenen gave Yalen a check for $500 as a deposit for the GNX but asked that the check not be cashed. On February 17, 1987, Royal Buick filled out a purchase order form for David Woon and accepted a $500 deposit from him for purchase of the GNX. On February 20, 1987, Koenen replaced the February 16, 1987 check with a $500 check from his father.
In a letter dated April 21, 1987, General Motors notified Royal Buick that it would receive one GNX. The window sticker price for the vehicle was $29,290. Royal Buick General Manager Tom Bird placed a market value of $44,900 on the vehicle. Yalen contacted Koenen to see if Koenen wanted to bid on the vehicle.
On May 8, 1987, Royal Buick returned the deposits to Koenen, Buchner, and Woon. When Buchner received the letter, he contacted Sagar to protest. Sagar asked Buchner if he would be interested in bidding on the vehicle. Royal Buick received the GNX in September 1987. Royal Buick placed a price of $44,900 on the vehicle. Bird testified as to the process by which he arrived at the $44,900 figure:
Q Who came up with the price?
A I did.
Q And how did you come up with that price?
A In doing a little search as to what the cars were bringing around the coun
[162 Ariz. 379] try,, that that [sic] seemed to be somewhat of a mean figure.
A Right. We wanted to be a little cheaper than anybody else, so we cut it down a hundred dollars.
Q Four hundred?
A Forty-four nine.
Q Forty-four nine?
A I was being facetious in that last comment, but it was forty-four nine.
In April 1988, Royal Buick sold the vehicle for $39,750 to an Oklahoma physician.
Koenen received Royal Buick's May 8, 1987 letter informing him that he would not be able to purchase the GNX. The letter included a check in the amount of Koenen's $500 deposit, but Koenen declined to cash the check. Koenen proceeded to file a civil complaint alleging breach of contract on the part of Royal Buick. As part of the complaint, Koenen sought a temporary restraining order preventing Royal Buick from selling the GNX. By stipulation of the parties, Royal Buick agreed not to sell the vehicle. On November 30, 1987, a preliminary injunction was denied and Royal Buick was permitted to sell the GNX.
Koenen's complaint against Royal Buick was joined with a complaint filed by Buchner, who also sought damages based upon Royal Buick's refusal to sell the GNX to him. 3
The matter was tried to the court without a jury. The trial court awarded Koenen and Buchner $15,610 each, representing the difference between the manufacturer's suggested retail price ($29,290) and the fair market value of the automobile ($44,900). 4
On appeal, Royal Buick argues that (1) no enforceable contract was entered between Royal Buick and Koenen, (2) the purchase order did not satisfy the statute of frauds, (3) parol evidence was improperly admitted to explain the terms of the purchase order, (4) the contract was illegal and void, and (5) Koenen failed to prove the damages awarded by the court.
This court must view the evidence and reasonable inferences therefrom in the light most favorable to the prevailing party. If there is any evidence to support the judgment, we are required to affirm. Paul Schoonover, Inc. v. Ram Construction, Inc., 129 Ariz. 204, 205, 630 P.2d 27, 28 (1981). Questions of law are reviewed de novo. Tovrea Land & Cattle Co. v. Linsenmeyer, 100 Ariz. 107, 114, 412 P.2d 47, 52 (1966).
Royal Buick argues that no enforceable contract was entered between Koenen and Royal Buick for the sale of the GNX.
Both parties agree that whether the parties intended to enter a contract is a question of fact for the trial court. Burkett v. Morales, 128 Ariz. 417, 419, 626 P.2d 147, 149 (App.1981).
Evidence was presented that the purchase order form furnished by Royal Buick and signed by Koenen, a salesperson, and a sales manager, was the only form used by Royal Buick in connection with orders for the purchase of vehicles. General Manager Bird testified that the sales personnel used this form as a buyer's order or work order although the form does not contain the notation "work order." The same form, with identical wording, in a "snap-out" format, is usually typed. Koenen maintains that although the purchase order contained the notation that it was "not binding on Seller until accepted in writing by officer, or Sales-manager of Seller, and until purchaser's credit has been approved ...," sales manager Sagar did sign Koenen's purchase order and Koenen's credit did not need to be approved because, as with the previous two purchases by Koenen, this was to be a cash transaction. Royal Buick maintains that the purchase order was not intended to be a binding contract, that the orders can be rewritten many times, and that customers are not bound by the work order. Royal Buick argues that the work order merely constitutes an offer to buy.
By the very terms of the purchase order, the order is binding on the seller once a sales manager signs the order and the purchaser's credit has been approved. The sales manager signed the purchase order and no discussion occurred regarding a need to approve Koenen's credit, probably because Koenen, as on other occasions, did not intend to purchase the vehicle on credit. The evidence supports the trial court's finding that the purchase order constituted a contract.
Royal Buick next argues that the purchase order fails to satisfy the requirements of the statute of frauds. A.R.S. § 47-2201(A) provides that:
[A] contract for the sale of goods for the price of five hundred dollars or more is not enforceable ... 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 subsection beyond the quantity of goods shown in such writing.
A.R.S. § 47-2201 is identical to § 2-201 of The Uniform Commercial Code (UCC). In interpreting this section of the UCC, we look to other states. This provision has been interpreted to mean that a contract for sale need not contain all...
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