Howard Construction Co. v. Jeff-Cole Quarries, Inc.
669 S.W.2d 221 (1984)
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Rule of Law:
To satisfy the UCC § 2-201 statute of frauds, a writing must be sufficient to indicate that a contract for sale has been made, not merely that the parties were engaged in negotiations. A collection of documents showing only an offer, material alterations constituting a counteroffer, and a subsequent purchase order reflecting that counteroffer does not, without more, evidence a consummated agreement.
Facts:
- Jeff-Cole Quarries, Inc. provided Howard Construction Company with a typewritten 'Proposal' signed by its president, listing quantities and prices for various types of rock for a highway project.
- Howard Construction was subsequently awarded the contract for the highway project.
- After the contract award, Howard Construction's superintendent, Glenn Moore, met with Jeff-Cole's president, Harry Adrian.
- During this meeting, Moore made handwritten changes to the prices on the original proposal, which he claimed reflected a new oral agreement.
- Shortly thereafter, Howard Construction mailed a purchase order to Jeff-Cole containing the same items, quantities, and altered prices as the handwritten-on proposal.
- The parties later signed a formal written contract for the sale of only one item, base rock, which was listed on the proposal and purchase order.
- Jeff-Cole never delivered, and Howard Construction never paid for, any of the other items listed, specifically the asphaltic rock.
Procedural Posture:
- Howard Construction Company sued Jeff-Cole Quarries, Inc. in a Missouri trial court.
- The complaint alleged breach of contract (Count I) and promissory estoppel (Count II).
- The trial court granted Jeff-Cole's motion for summary judgment on both counts.
- Howard Construction (appellant) appealed the trial court's judgment to the Missouri Court of Appeals, challenging the ruling on Count I.
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Issue:
Do the writings between Howard Construction and Jeff-Cole, including a proposal, handwritten alterations, and a purchase order, constitute a writing sufficient to indicate a contract for the sale of asphaltic rock has been made, thereby satisfying the UCC § 2-201 statute of frauds?
Opinions:
Majority - Nugent, J.
No. The writings do not satisfy the UCC § 2-201 statute of frauds because they fail to provide a basis for believing that a contract for the sale of asphaltic rock was actually made. The court reasoned that the primary requirement of the statute of frauds, under both subsection (1) and the merchant exception in subsection (2), is that the writing must indicate the consummation of a contract, not just ongoing negotiations. Here, Jeff-Cole's initial proposal was merely an offer. Howard Construction’s handwritten price alterations were material, converting the document into a counteroffer, not an acceptance. The subsequent purchase order merely confirmed this counteroffer. Since there is no writing signed by Jeff-Cole accepting this counteroffer for the asphaltic rock, the collection of documents only evidences negotiations. The court also held that parol evidence, such as Moore's deposition testimony about an oral agreement, cannot be used to make an otherwise insufficient writing satisfy the statute of frauds, as this would defeat the statute's purpose.
Analysis:
This case clarifies the 'sufficient to indicate that a contract for sale has been made' standard under UCC § 2-201. It establishes that writings which, on their face, merely represent stages of negotiation—offer, counteroffer, unaccepted purchase order—do not meet this threshold. The decision reinforces the gatekeeping role of the statute of frauds, preventing parties from using oral testimony to transform negotiation documents into an enforceable contract. This holding emphasizes that the writing itself must contain some language or terms allowing an inference of a consummated deal, protecting parties from being bound by preliminary discussions that never resulted in a final agreement.
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