Paloukos v. Intermountain Chevrolet Co.
99 Idaho 740, 25 U.C.C. Rep. Serv. (West) 655, 588 P.2d 939 (1978)
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Rule of Law:
Under the Uniform Commercial Code (UCC), a contract for the sale of goods can be formed and satisfy the statute of frauds even if specific terms are missing, provided the parties intended to make a contract and there is a reasonably certain basis for a remedy, and a partial payment for a non-divisible item may render the entire oral contract enforceable.
Facts:
- On November 6, 1973, Gust Paloukos, accompanied by his son, visited Intermountain Chevrolet Co. (doing business as Glen’s Chevrolet) and spoke with salesman George Rowe about purchasing a 1974 ½ ton Chevrolet pickup.
- Paloukos and Rowe agreed to the sale of a pickup, and Rowe completed a printed form titled “WORK SHEET — This is NOT a Purchase Order.”
- The form described the truck as a new green or yellow 1974 ½ ton 4-wheel drive vehicle with a radio, V-8 engine, and automatic transmission, and listed a purchase price of $3,650.00.
- Paloukos signed the bottom of the form, and the sale was approved by Intermountain’s sales manager.
- Intermountain did not have the pickup in stock, but Paloukos paid a $120 deposit and was told that the truck would be ordered for him.
- Five months later, on April 11, 1974, Intermountain’s sales manager informed Paloukos by letter that “because of a product shortage” the dealership would not be able to deliver the vehicle and returned the deposit.
Procedural Posture:
- Gust Paloukos sued Intermountain Chevrolet Co., General Motors, Inc., and Glen Huff in district court, seeking specific performance of the alleged contract or, in the alternative, damages for its breach.
- The district court dismissed the portion of Paloukos’ complaint seeking specific performance.
- The district court later entered summary judgments in favor of General Motors, Glen Huff, and Intermountain Chevrolet Co.
- Paloukos appealed the summary judgments regarding Glen Huff and Intermountain Chevrolet Co. to the Idaho Supreme Court (he did not contest the summary judgment for General Motors).
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Issue:
1. Does a document titled “WORK SHEET — This is NOT a Purchase Order,” combined with a deposit and other actions, constitute a valid and enforceable contract for the sale of a vehicle under UCC § 2-204, despite lacking some specific terms? 2. Does the dealership’s printed name or a salesman’s handprinted name on the document, or the buyer’s part payment, satisfy the UCC statute of frauds requirement under UCC § 2-201? 3. Is specific performance an appropriate remedy for the breach of a contract involving the sale of a standard pickup truck when monetary damages appear adequate and the dealer may not possess the vehicle?
Opinions:
Majority - BAKES, Justice
Yes, the alleged facts could support a conclusion that a contract was formed under I.C. § 28-2-204, and yes, the worksheet or the accepted partial payment could satisfy the statute of frauds under I.C. § 28-2-201. However, no, specific performance is not an appropriate remedy in this case. The court determined that the district court erred in granting summary judgment on the contract formation issue. Under I.C. § 28-2-204(1) and (3), a contract for the sale of goods is valid if the parties intended to make a contract and there is a reasonably certain basis for giving a remedy, even if terms are left open. The facts—agreement to sell, completion of a form describing the truck and price, Paloukos's signature, manager approval, the promise to order the truck, and acceptance of a deposit—sufficiently indicated an intent to contract and a basis for a remedy. The missing specific details in the description did not, as a matter of law, preclude contract formation, as a full trial might resolve these ambiguities through evidence or trade usage. Regarding the statute of frauds (I.C. § 28-2-201), the court noted that Intermountain raised this defense too late but addressed it for remand. The term “signed” includes any symbol executed or adopted with a present intention to authenticate a writing (I.C. § 28-1-201(39)). The printed business name in the heading and the salesman's handprinted name could both serve as a “signature,” presenting factual issues inappropriate for summary judgment. Furthermore, Paloukos’s $120 deposit, accepted by Intermountain, constituted sufficient part performance under I.C. § 28-2-201(3)(c). For a single, non-divisible item like an automobile, part payment permits enforcement of the entire oral contract. However, the court affirmed the dismissal of the specific performance claim. Under I.C. § 28-2-716(1), specific performance is available only if goods are “unique or in other proper circumstances.” A standard pickup truck is not unique, its market value is readily ascertainable, and monetary damages would be an adequate remedy. Moreover, Intermountain was a dealer, not a manufacturer, and the record suggested they did not possess a conforming pickup, meaning specific performance would order an impossible act.
Concurring - MCFADDEN, DONALDSON, BISTLINE, JJ.
Justices McFadden, Donaldson, and Bistline concurred with the majority opinion's reasoning and conclusions, without authoring a separate opinion.
Dissenting - SHEPARD, C. J.
Chief Justice Shepard dissented from the majority opinion without stating his reasoning or directly answering the issue questions.
Analysis:
This case significantly clarifies the application of the UCC's flexible standards for contract formation and the statute of frauds to modern commercial transactions. It underscores that intent and conduct can overcome formalistic deficiencies in documentation, lowering the evidentiary bar for establishing a binding agreement. The ruling also reinforces the traditional equitable principle that specific performance remains an extraordinary remedy, typically unavailable for readily replaceable goods where monetary damages provide adequate compensation, even under the UCC's potentially broader scope.
