## Facts

- Brooks Cotton Company, Inc. was a cotton buyer that had a longstanding course of dealing with Bradley Williams, a cotton farmer.
- Williams had farmed cotton for over 25 years and regularly sold his crop into the commercial market, including repeated sales to Brooks.
- In 2010, before harvest, Williams and Brooks reached an oral telephone agreement for Williams to sell his entire cotton crop to Brooks at $0.742 per pound.
- Brooks sent Williams a written confirmation letter memorializing the oral agreement’s terms.
- Williams received the confirmation and did not send a written objection within ten days.
- After harvest, cotton prices rose and Williams refused to deliver, denying that a binding contract existed.
- Brooks sued for breach of contract and sought to enforce the alleged forward contract for the sale of cotton.

## Issues

1. Whether Williams, a cotton farmer selling his own crop, qualified as a “merchant” under UCC Article 2 for purposes of Tenn. Code Ann. § 47-2-201(2).
2. If Williams was a merchant, whether Brooks’s written confirmation of the oral agreement satisfied the statute of frauds under the “between merchants” confirmation exception, despite the absence of Williams’s signature.

## Decision

- The Tennessee Court of Appeals affirmed the trial court’s grant of partial summary judgment for Brooks on contract enforceability.
- The court held Williams was a UCC “merchant” based on his experience and regular participation in cotton marketing transactions.
- The court held Brooks’s confirmation letter satisfied Tenn. Code Ann. § 47-2-201(2) because it was sent within a reasonable time and Williams failed to object in writing within ten days.
- Because the statutory requirements were met on undisputed facts, the statute-of-frauds issue was resolvable as a matter of law.

## Legal Principles

- A person is a UCC “merchant” if he deals in goods of the kind or, by occupation, holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction.
- Long-term, regular commercial selling of an agricultural commodity, along with evidence of familiarity with market practices and pricing information, can support merchant status for a farmer.
- Between merchants, a writing in confirmation of an oral contract that is sufficient against the sender is also sufficient against the recipient if received within a reasonable time and not objected to in writing within ten days.
- Under UCC § 2-201(2), a merchant’s failure to timely object in writing can satisfy the statute of frauds and bind the recipient even without the recipient’s signature.

## Conclusion

The court enforced an oral forward cotton sale because the farmer qualified as a UCC merchant and was bound by a timely written confirmation he received and did not object to in writing within ten days, satisfying the statute of frauds under Tenn. Code Ann. § 47-2-201(2).


Brooks Cotton Co. v. Williams, 381 S.W.3d 414 (Tenn. Ct. App. 2012)