Pursuant to a long-standing oral agreement, a print shop manufactured and delivered written materials designed by the

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Pursuant to a long-standing oral agreement, a print shop manufactured and delivered written materials designed by the buyer for the buyer’s use and sale. After the buyer’s death, the executor of her estate refused to pay for the last deliveries of these materials to the buyer. The principal issue in this appeal is whether the statute of frauds, as codified in the Uniform Commercial Code, [citation], bars enforcement of the oral agreement. * * * [W]e agree with the [trial] court’s conclusion that, under the circumstances of this case, the seller is entitled to be paid. 

   The plaintiff, Barbara H. Kalas, owner of the print shop, filed a complaint against the defendant, Edward W. Cook, executor of the estate of the buyer, Adelma G. Simmons. The plaintiff alleged that the defendant, in breach of the obligations contained in an oral contract with Simmons for the sale of goods, had refused to pay for goods delivered to her. The defendant denied these allegations and interposed a number of special defenses, including a defense under the statute of frauds. * * *

   The trial court held that the transaction between the plaintiff and the deceased was a sale of goods as that term is defined in [UCC] §2–105. That determination has not been challenged on appeal. As a contract for the sale of goods, its enforcement was not precluded by the statute of frauds provision. * * * Accordingly, the court rendered a judgment in favor of the plaintiff in the amount of $24,599.38. The defendant has appealed.

   The facts found by the trial court, which are currently uncontested, establish the background for the court’s judgment. The plaintiff, doing business as Clinton Press of Tolland, operated a printing press and, for several decades, provided written materials, including books and pamphlets for Simmons. Simmons ordered these materials for use and sale at her farm, known as Caprilands Herb Farm (Caprilands). The defendant has not suggested that these materials could have been sold on the open market.

   Due to limited space at Caprilands, the plaintiff and Simmons agreed that the written materials would remain stored at the plaintiff’s print shop until Simmons decided that delivery was necessary. The materials were delivered either routinely, based on Simmons’ ordinary need for materials, or upon her request for a special delivery. After each delivery, the plaintiff sent an invoice requesting payment by Simmons. These invoices were honored.

   In 1991, the town of Tolland acquired the land on which the plaintiff resided. In early 1997, the plaintiff was notified that she would have to vacate the property by the end of that calendar year. Upon receiving that notice, the plaintiff decided to close her business. The plaintiff and Simmons agreed that the materials printed for Caprilands and stored at the plaintiff’s print shop would be delivered on an accelerated basis. * * *

  On December 3, 1997, after several months of deterioration of her physical health, Simmons died. * * * The plaintiff submitted a claim against the estate for $24,599.38 for unpaid deliveries to Caprilands. These deliveries took place from February 12, 1997 to December 11, 1997, with the last two deliveries occurring after Simmons’ death.

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   On appeal, the defendant argues that the oral contract was invalid * * * because a writing was required by [UCC] §2–201. This argument is unpersuasive. * * *

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   * * * Contracts for the sale of goods * * * are governed by §2–201. [Citations.]

   Under §2–201, oral agreements for the sale of goods at a price of $500 or more are presumptively unenforceable. [Citations.] The applicable provisions in this case, however, are other subsections of §2–201.

   Under §2–201 (3) (a), an oral contract for the sale of goods is enforceable if the goods in question are ‘‘specially manufactured.’’ In determining whether the specially manufactured goods exception applies, courts generally apply a four part standard: ‘‘(1) the goods must be specially made for the buyer; (2) the goods must be unsuitable for sale to others in the ordinary course of the seller’s business; (3) the seller must have substantially begun to have manufactured the goods or to have a commitment for their procurement; and (4) the manufacture or commitment must have been commenced under circumstances reasonably indicating that the goods are for the buyer and prior to the seller’s receipt of notification of contractual repudiation.’’ [Citation.] In applying this standard, ‘‘courts have traditionally looked to the goods themselves. The term ‘specially manufactured,’ therefore, refers to the nature of the particular goods in question and not to whether the goods were made in an unusual, as opposed to the regular, business operation or manufacturing process of the seller.’’ [Citations.]

   Printed material, particularly that, as in this case, names the buyer, has been deemed by both state and federal courts to fall within the exception set out for specially manufactured goods. [Citations.]

   It is inherent in the court’s findings that the printed materials in the present case were specially manufactured goods. The materials were printed specifically for Caprilands. The materials included brochures and labels with the Caprilands name, as well as books that were written and designed by Simmons. The plaintiff testified that the books were printed, as Simmons had requested, in a rustic style with typed inserts and hand-drawn pictures. Therefore, none of these materials was suitable for sale to others. It is undisputed that, at the time of breach of the alleged contract, goods printed for Simmons already had been produced.

   We conclude that, in light of the nature of the goods at issue * * * this case falls within the exception for specially manufactured goods. To be enforceable, the agreement for their production was, therefore, not required to be in writing under §2–201 (3) (a). Accordingly, we affirm the judgment of the court. * * * [Citations.]

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Smith and Roberson Business Law

ISBN: 978-0538473637

15th Edition

Authors: Richard A. Mann, Barry S. Roberts

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