Kalas v. Cook
70 Conn.App. 477, 800 A.2d 553, 47 U.C.C. Rep. Serv. 2d (West) 1307 (2002)
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Rule of Law:
An oral contract for the sale of goods priced at $500 or more, which would normally be unenforceable under the UCC's statute of frauds, is enforceable if the goods are specially manufactured for the buyer, are not suitable for sale to others in the ordinary course of the seller's business, and the seller has made a substantial beginning on their manufacture.
Facts:
- Barbara H. Kalas, a print shop owner, had a long-standing oral agreement with Adelma G. Simmons to manufacture and deliver written materials for Simmons' business, Caprilands Herb Farm.
- The materials, which included books written by Simmons and items bearing the 'Caprilands' name, were specifically designed for Simmons' business and were not suitable for sale to other customers.
- Per their agreement, Kalas stored the printed materials at her shop and delivered them to Simmons as needed, with Simmons paying the invoices after each delivery.
- In 1997, upon learning she had to close her business, Kalas and Simmons agreed to accelerate the delivery of all remaining materials stored at the print shop.
- Simmons directed an employee to begin transporting the stored materials from Kalas's shop to the farm.
- On December 3, 1997, Simmons died.
- Kalas made several deliveries between February and December 1997, with the last two occurring shortly after Simmons' death.
- Edward W. Cook, the executor of Simmons' estate, refused to pay the outstanding balance of $24,599.38 for the materials delivered in 1997.
Procedural Posture:
- Barbara H. Kalas filed a complaint against Edward W. Cook, executor of Adelma G. Simmons' estate, in a Connecticut trial court for breach of an oral contract.
- The defendant asserted several special defenses, including a defense under the statute of frauds as codified in General Statutes § 42a-l-206.
- The trial court rendered judgment in favor of the plaintiff, Kalas, in the amount of $24,599.38.
- The defendant, Cook, as the appellant, appealed the trial court's judgment to the Appellate Court of Connecticut.
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Issue:
Does the 'specially manufactured goods' exception to the Uniform Commercial Code's statute of frauds (UCC § 2-201) render an oral contract for custom-printed materials enforceable against the buyer's estate?
Opinions:
Majority - Peters, J.
Yes, the 'specially manufactured goods' exception to the UCC's statute of frauds renders the oral contract enforceable. Although the defendant incorrectly cited the general statute of frauds at trial and raised the correct one (§ 42a-2-201) for the first time on appeal, the court addresses the substance of the claim. While § 42a-2-201(1) makes oral contracts for goods over $500 presumptively unenforceable, § 42a-2-201(3)(a) provides a crucial exception for 'specially manufactured goods.' The court found that the printed materials in this case—which were custom-designed for Caprilands, included books written by Simmons, and featured the Caprilands name—were inherently unsuitable for sale to others. Since Kalas had already manufactured these goods specifically for Simmons based on their long-standing oral agreement, the contract falls squarely within the exception and is therefore enforceable without a written agreement.
Analysis:
This case serves as a clear illustration of the purpose and application of the 'specially manufactured goods' exception to the UCC statute of frauds. It reinforces the principle that the statute of frauds is not meant to allow parties to evade just obligations for custom products that have no alternative market. The court's willingness to look past a procedural error (defendant citing the wrong statute at trial) to affirm on correct substantive grounds shows a preference for equitable outcomes. This decision solidifies that highly customized products like personalized printed materials are quintessential examples of specially manufactured goods, providing protection for sellers who invest in creating unique items for a specific buyer.
