## Facts

- Brooks Peanut Company, Inc. (an Alabama peanut sheller) sought to buy peanuts through broker Mazur & Hockman, Inc. (M&H) without being identified as the buyer.
- Great Southern Peanut Company, LLC (a Georgia competitor) told M&H it would not sell to Brooks Peanut but would consider selling to M&H.
- Through phone and email communications relayed by M&H, the parties negotiated offers and counteroffers, and GSP accepted a counteroffer originating with Brooks Peanut.
- After M&H disclosed Brooks Peanut as the buyer, M&H faxed a written broker confirmation to both sides identifying GSP as seller and Brooks Peanut as buyer, stating key deal terms (including quantity, price, and delivery terms) and noting that a seller’s contract and buyer’s purchase order were to follow.
- Neither GSP nor Brooks Peanut issued the contemplated follow-up documents.
- After the confirmation, M&H continued communications about delivery logistics; nearly four months later, GSP refused to perform, asserting no contract existed because M&H lacked authority to issue the confirmation and GSP never issued its own written contract.
- Brooks Peanut sued for breach of contract and related tort and equitable claims, and sought attorney’s fees; it also moved to compel arbitration.

## Issues

1. Whether a broker’s written confirmation constituted a writing sufficient to satisfy the UCC Statute of Frauds for a sale of goods under O.C.G.A. § 11-2-201, despite the absence of a later “seller’s contract” and disputes about the broker’s authority.
2. Whether Brooks Peanut established an enforceable agreement to arbitrate this dispute such that arbitration could be compelled.

## Decision

- The court reversed summary judgment for GSP on all claims, holding that evidence of a broker confirmation and surrounding circumstances created a triable issue as to satisfaction of the Statute of Frauds.
- The court affirmed denial of Brooks Peanut’s motion to compel arbitration, holding Brooks Peanut did not prove GSP agreed to arbitrate this transaction.
- Disposition: affirmed in part and reversed in part.

## Legal Principles

- Under O.C.G.A. § 11-2-201(1), a contract for the sale of goods for $500 or more is unenforceable unless there is a writing sufficient to indicate a contract for sale has been made and it is signed by the party to be charged or that party’s authorized agent or broker.
- The Statute of Frauds requires “some writing” indicating a contract; it need not be a complete or final integrated agreement and may omit or inaccurately state terms.
- A broker’s confirmation that identifies the parties and states material terms can satisfy the writing requirement if the broker acted as the authorized agent or broker for the party to be charged; whether such authorization exists may present a fact question.
- Language that additional documents “are to follow” does not, by itself, negate a present agreement where the writing and course of dealing support an inference that a contract was already made.
- Arbitration is a matter of contract; the party seeking to compel arbitration bears the burden to show the parties agreed to arbitrate the dispute, and prior dealings do not establish assent as a matter of law without adequate proof.

## Conclusion

The court held that a broker’s written confirmation, considered with evidence of industry practice and the parties’ prior use of broker confirmations, could satisfy the UCC Statute of Frauds and defeat summary judgment, but arbitration could not be compelled absent proof that GSP agreed to an arbitration clause for this transaction.


Brooks Peanut Co. v. Great S. Peanut, LLC, 322 Ga. App. 801, 746 S.E.2d 272 (Ga. Ct. App. 2013)