## Facts

- B & W Glass, Inc., a Wyoming window seller/installer, sought pricing for a federal courthouse window-replacement project in Casper, Wyoming.
- Weather Shield Mfg., Inc., a Wisconsin window manufacturer, through its salesperson, provided B & W an oral price quotation based on B & W’s detailed specifications.
- B & W did not receive written confirmation of the quotation but relied on it to submit its bid to the general contractor.
- After B & W’s bid was accepted, B & W informed Weather Shield it would purchase the windows and reviewed plans and specifications with Weather Shield’s salesperson before B & W signed its contract with the general contractor.
- Weather Shield later declined to produce the windows, and B & W obtained substitute windows from another manufacturer at more than twice the quoted price.
- B & W sued to recover the difference; Weather Shield argued any oral agreement was barred by the UCC statute of frauds for sales of goods.

## Issues

1. Under Wyoming law, can an oral promise for the sale of goods that falls within the UCC statute of frauds nevertheless be enforced on a theory of promissory estoppel?

## Decision

- The Wyoming Supreme Court answered the certified question in the affirmative.
- The court held that promissory estoppel may be applied to enforce an oral promise otherwise within Wyo. Stat. § 34.1-2-201.
- The court emphasized that the party invoking promissory estoppel must satisfy its elements under Wyoming law with strict proof.

## Legal Principles

- Under Wyo. Stat. § 34.1-1-103, general principles of law and equity, including estoppel, supplement the UCC unless expressly displaced by specific UCC provisions.
- The UCC statute of frauds, Wyo. Stat. § 34.1-2-201, does not expressly displace promissory estoppel; therefore, the doctrine may operate in appropriate sales-of-goods disputes despite the absence of a signed writing.
- The statute of frauds is intended to prevent fraud based on fabricated oral agreements, not to permit a party to induce foreseeable reliance and then avoid responsibility solely by invoking the lack of a writing.
- Promissory estoppel functions in Wyoming as both a cause of action and a defense to prevent injustice where a promise reasonably induces reliance.

## Conclusion

Wyoming permits promissory estoppel to enforce an oral sales-of-goods promise that would otherwise be barred by the UCC statute of frauds, provided the claimant strictly proves the doctrine’s elements and shows enforcement is necessary to prevent injustice.


B & W Glass, Inc. v. Weather Shield Mfg., Inc., 829 P.2d 809 (Wyo. 1992)