## Facts

- Joseph C. Kiser listed a 52-foot sailboat (the *Andante*) for sale online in May 2001.
- James Casazza contacted Kiser and met him in Fort Lauderdale, Florida, to inspect the boat on multiple occasions in early June 2001.
- Casazza alleged that on June 4, 2001, the parties reached an agreement for Casazza to buy the *Andante*.
- The parties’ handwritten notes were later reduced to an unsigned typewritten document stating a $200,000 price and making the sale contingent on a satisfactory marine survey and sea trial.
- Kiser provided Casazza a blank Coast Guard bill of sale to complete, but Kiser did not sign any document memorializing a sale of the boat.
- The only document signed by both parties was a transfer agreement for navigational software; it did not refer to the *Andante* or a boat sale.
- Casazza arranged a marine survey, obtained repair estimates, and explored or tentatively reserved slip space in Virginia in anticipation of the purchase.
- About a week later, Kiser told Casazza he would not sell him the boat and sold it to another buyer.

## Issues

1. Whether the alleged contract for the $200,000 sale of the boat was unenforceable under U.C.C. § 2-201 absent a writing signed by Kiser, and whether any statutory exception applied.
2. Whether promissory estoppel could be used to obtain relief based on the same alleged oral agreement despite the statute of frauds.
3. Whether the district court erred by resolving the statute-of-frauds issue on a Rule 12(b)(6) motion without converting to summary judgment and allowing additional discovery.

## Decision

- The Eighth Circuit affirmed dismissal of the breach of contract claim as barred by U.C.C. § 2-201 because no writing signed by Kiser evidenced a contract for sale of the boat.
- The court rejected the part-performance argument because Casazza neither paid for nor received and accepted any portion of the goods, and preparatory steps were not “receipt and acceptance.”
- The court affirmed dismissal of the promissory estoppel claim, holding it could not be used on these facts to circumvent the statute of frauds.
- The court held the district court properly treated the matter as a motion to dismiss and did not abuse its discretion in denying further discovery as futile.

## Legal Principles

- Under U.C.C. § 2-201(1), a contract for the sale of goods priced at $500 or more is unenforceable unless evidenced by a writing signed by the party against whom enforcement is sought.
- The U.C.C. part-performance exception in § 2-201(3)(c) is limited to goods that have been received and accepted or for which payment has been made and accepted; pre-performance preparations do not satisfy the exception.
- A collateral signed document that does not indicate a contract for the identified goods does not satisfy § 2-201’s memorandum requirement for the sale of those goods.
- Promissory estoppel generally may not be used to enforce an oral agreement that the statute of frauds renders unenforceable when the estoppel claim simply restates the barred contract theory.
- Statute-of-frauds defects may be resolved at the pleading stage when the complaint and incorporated documents show no signed writing and no plausible statutory exception, making further discovery immaterial.

## Conclusion

The court held that a purported oral agreement to sell a $200,000 sailboat was unenforceable without a signed writing meeting U.C.C. § 2-201 and that preparatory reliance did not trigger the part-performance exception; it also refused to allow promissory estoppel to bypass the statute of frauds and affirmed dismissal on the pleadings without additional discovery.


Casazza v. Kiser, 313 F.3d 414 (8th Cir. 2002)