Facts
- Corono-Oro, Inc. (Corono) was an office-furniture reseller owned by Stewart Hollenback.
- Harry Thompson was a furniture broker.
- Corono was seeking 76 used office workstations for a customer.
- Hollenback, Corono sales representative Mark Dalton, and the customer went to inspect workstations offered by a third party, Radius.
- At Radius, Thompson was inventorying workstations and said he was brokering cubicles for Radius.
- Dalton told Thompson that Corono wanted 76 workstations and would provide a deposit.
- Dalton later delivered Corono’s deposit check to Thompson’s office and asked for a receipt.
- Dalton received an invoice listing 76 workstations at $1,000 each and 76 chairs at $75 each; the invoice included sales tax and acknowledged receipt of the deposit.
- Dalton circled the sales tax and told Thompson there should be no sales tax because Corono was buying for resale.
- Dalton testified the invoice indicated Corono had a contract to purchase the workstations.
- The following week, Thompson told Dalton there might be a delay in obtaining the workstations.
- When Dalton stopped by, Thompson said he was waiting to hear from Radius and returned Corono’s check.
- The next day, Thompson told Dalton the workstations were not available.
- At trial, Thompson’s testimony conflicted with Hollenback’s and Dalton’s; Thompson maintained he clearly stated he did not have title to the workstations.
- The trial court entered judgment for Corono on its breach-of-contract claim.
- Thompson appealed, arguing there was insufficient evidence that a contract existed.
Issues
- Whether substantial evidence supported the trial court’s finding that Corono and Thompson formed an enforceable contract for the sale of the workstations (and related chairs) based on the parties’ communications, the deposit, and the invoice.
- Whether Thompson’s claim that he was only a broker and did not have title required reversal of the trial court’s contract-formation finding.
Decision
- The Court of Appeal affirmed the judgment for Corono.
- The court concluded the record contained substantial evidence from which the trial court could find mutual assent to a sales contract, including the invoice’s quantity-and-price terms and its acknowledgment of the deposit.
- The court treated the parties’ conflicting testimony about Thompson’s role and intent as fact and credibility disputes resolved by the trial court, which the appellate court would not reweigh on appeal.
Legal Principles
- Under California’s enactment of UCC Article 2, a contract for the sale of goods may be shown through the parties’ words, writings, and conduct, and may be found even if the agreement is not memorialized in a single formal contract document.
- Evidence that can support contract formation includes a buyer’s tender of a deposit and a seller’s invoice that identifies the goods and states key terms such as quantity and unit price, along with testimony about the parties’ communications.
- A seller’s assertion that he lacked title or was acting as a broker does not, by itself, defeat contract formation where the trier of fact reasonably finds the seller undertook an obligation to supply the goods.
- On substantial-evidence review, an appellate court views the record in the light most favorable to the judgment and does not revisit witness credibility or resolve evidentiary conflicts anew.
Conclusion
The Court of Appeal affirmed the judgment for Corono because the invoice listing the quantities and prices and acknowledging the deposit, together with testimony about the parties’ dealings, provided substantial evidence that Thompson assented to a contract to supply the workstations (and chairs), and Thompson’s competing account that he lacked title presented factual disputes the trial court was entitled to resolve in Corono’s favor.