B & W Glass, Inc. v. Weather Shield Mfg., Inc.
1992 Wyo. LEXIS 43, 18 U.C.C. Rep. Serv. 2d (West) 1, 829 P.2d 809 (1992)
Premium Feature
Subscribe to Lexplug to listen to the Case Podcast.
Rule of Law:
Under Wyoming law, the doctrine of promissory estoppel may be used to enforce an oral promise for the sale of goods of $500 or more, creating an equitable exception to the Uniform Commercial Code's (UCC) statute of frauds.
Facts:
- In early 1987, B & W Glass, Inc. (B & W) learned of a project to replace windows in a federal courthouse and prepared specifications.
- Doug Ludtke of B & W contacted Robert Schwalbe of Weather Shield Mfg. Inc. (Weather Shield) to obtain a price quotation for the windows.
- After several meetings and discussions establishing that custom windows were required, Schwalbe telephoned Larry Ludtke of B & W on or before April 14, 1987, and provided an oral price quotation of $101,725.
- On April 14, 1987, relying on Weather Shield's oral price quotation, B & W submitted its bid to the project's general contractor.
- After B & W was awarded the subcontract, Larry Ludtke informed Schwalbe that B & W would purchase the windows from Weather Shield.
- Over the next several months, representatives from both companies communicated frequently, discussing shop drawings, production schedules, and exchanging project plans with field measurements.
- On December 30, 1987, a Weather Shield supervisor informed B & W that Weather Shield could not produce the windows as promised.
- B & W was forced to procure the windows from another manufacturer at a cost of $226,579, and Weather Shield refused to pay the price difference.
Procedural Posture:
- B & W Glass, Inc. filed suit against Weather Shield Mfg. Inc. in a Wyoming state trial court.
- Weather Shield successfully petitioned to remove the case to the United States District Court for the District of Wyoming.
- The federal district court denied Weather Shield's motion for summary judgment and allowed B & W to amend its complaint to add a claim of promissory estoppel.
- At trial, the district court granted a directed verdict for Weather Shield on the breach of contract claims but allowed the promissory estoppel claim to go to the jury.
- The jury found for B & W on liability but was deadlocked on damages, leading the court to declare a mistrial.
- The federal district court judge then entered judgment in favor of B & W on the promissory estoppel claim.
- Weather Shield, as appellant, appealed the judgment to the United States Court of Appeals for the Tenth Circuit.
- The Tenth Circuit certified a question of state law to the Supreme Court of Wyoming regarding the applicability of promissory estoppel to the UCC statute of frauds.
Premium Content
Subscribe to Lexplug to view the complete brief
You're viewing a preview with Rule of Law, Facts, and Procedural Posture
Issue:
Under Wyoming law, may the doctrine of promissory estoppel be used to enforce an oral promise for the sale of goods that would otherwise be unenforceable under the Uniform Commercial Code's statute of frauds, Wyo. Stat. § 34.1-2-201?
Opinions:
Majority - Thomas, Justice.
Yes. The doctrine of promissory estoppel may be used to enforce an oral promise for the sale of goods that would otherwise be unenforceable under the UCC's statute of frauds. The court reasoned that the UCC's general provision incorporating principles of law and equity (§ 1-103) is not explicitly displaced by the statute of frauds provision (§ 2-201). The purpose of the statute of frauds is to prevent fraud, not to permit a party to escape a promise upon which another has reasonably relied. Adhering strictly to the writing requirement would allow parties to perpetrate fraud after creating reliance, which contravenes the UCC's goals of fairness and liberal construction. This holding aligns with the majority of jurisdictions and Wyoming's own precedent of applying promissory estoppel to its general statute of frauds, ensuring consistency and preventing injustice.
Analysis:
This decision officially aligns Wyoming with the majority of jurisdictions by establishing that promissory estoppel serves as an equitable exception to the UCC's statute of frauds. It reinforces the legal principle that general equitable doctrines supplement the UCC unless explicitly displaced by a specific provision. The ruling has a significant impact on commercial transactions, particularly in industries like construction where subcontractors frequently rely on oral bids from suppliers to formulate their own binding bids on larger projects. By allowing enforcement of such oral promises, the court prevents the statute of frauds from being used as a tool to perpetrate injustice.
