Dehahn v. Innes
1976 Me. LEXIS 436, 19 U.C.C. Rep. Serv. (West) 407, 356 A.2d 711 (1976)
Premium Feature
Subscribe to Lexplug to listen to the Case Podcast.
Rule of Law:
An 'entire' oral contract for the sale of both goods and real estate is enforceable, despite the Statute of Frauds requirement for contracts involving land, when the party against whom enforcement is sought admits the existence of the contract in court.
Facts:
- Everett D. Dehahn, a former town road commissioner, used his own heavy equipment for his job.
- After failing re-election in March 1972, Dehahn negotiated the sale of his business assets to Richard A. Innes.
- In late April 1972, Dehahn and Innes entered into an oral contract for Dehahn to sell Innes a 52-acre gravel pit, a backhoe, a bulldozer, a loader, two trucks with plows, and a trailer for a single price of $35,000.
- As part of the agreement, Dehahn promised to deliver the equipment in a 'ready-to-go condition.'
- Dehahn moved most of the equipment to Innes's field and left the keys inside the machines.
- Innes used the bulldozer for a job.
- After complaining that the equipment was not in the agreed-upon condition, Innes informed Dehahn that he was canceling the agreement and made no payments.
Procedural Posture:
- Everett D. Dehahn filed a civil complaint against Richard A. Innes in the Superior Court of Kennebec County, Maine (trial court) for breach of contract.
- The case was heard by a single Justice in a bench trial (jury-waived).
- The trial court found for the plaintiff, Dehahn, and entered a judgment against the defendant, Innes, in the amount of $8,800.00.
- The defendant, Richard A. Innes, as appellant, appealed the judgment to the Supreme Judicial Court of Maine.
Premium Content
Subscribe to Lexplug to view the complete brief
You're viewing a preview with Rule of Law, Facts, and Procedural Posture
Issue:
Does the judicial admission exception to the Uniform Commercial Code's Statute of Frauds apply to an 'entire' oral contract for the sale of both goods and real estate, making the contract enforceable despite the real estate component?
Opinions:
Majority - Dufresne, Chief Justice
Yes. The judicial admission exception to the Uniform Commercial Code's (UCC) Statute of Frauds can be extended to an entire oral contract for the sale of both goods and real estate, making the contract enforceable. The court reasoned that the purpose of the Statute of Frauds is to prevent fraud based on perjured testimony, not to allow a party to escape a contract whose existence is admitted in court. Innes freely admitted in his testimony that the oral agreement was made. Although the contract involved real estate, which is typically subject to a strict writing requirement, the court held that the 'salutary principle' of the UCC's judicial admission exception (11 M.R.S.A., § 2-201(3)(b)) should apply to this mixed contract, which was predominantly for the sale of goods. The court also found Innes had accepted the goods by acting in a manner inconsistent with Dehahn's ownership (using the bulldozer) and that his attempted revocation was invalid because the equipment's defects did not 'substantially impair' its value and could be remedied for a de minimis cost.
Analysis:
This case is significant for extending a Uniform Commercial Code (UCC) principle to a mixed contract involving both goods and real estate. By applying the UCC's judicial admission exception, the court harmonized different bodies of law to prevent the Statute of Frauds from being used inequitably to void a contract whose existence was not in dispute. This decision signals that courts may look to the dominant purpose of a mixed contract and apply UCC principles where goods constitute the primary subject matter. It reinforces the idea that the Statute of Frauds is a shield against fraud, not a sword to defeat admitted agreements.
