## Facts

- Mark Cravotta, doing business as Cravotta Studios, hired Deggingers’ Foundry, Inc. to fabricate custom lighting fixtures for a Texas residence: three chandeliers, eight wall sconces, and sixteen lanterns for $106,000.
- Cravotta paid $79,500 toward the contract price.
- After a dispute about performance and delivery, Cravotta sued in Kansas district court seeking return of money and damages for allegedly undelivered items.
- The parties settled before trial with a conditional structure: Deggingers would complete and deliver the contracted fixtures by April 15, 2006, and if it failed, Deggingers would consent to a judgment for $62,478.22.
- Deggingers did not complete delivery by the deadline; Cravotta moved to enforce the agreed judgment amount.
- Deggingers asserted its nonperformance was caused by Cravotta’s failure to provide necessary electrical system information for wiring custom fixtures in an unusual and potentially hazardous electrical setup.
- Deggingers presented testimony and emails indicating the fixtures were complete except for wiring and that the electrical information was essential to finish.
- The district court ruled the original contract and settlement did not expressly require Cravotta to supply electrical information and held that any such obligation would be unenforceable absent a signed writing under K.S.A. 84-2-201; it therefore barred Deggingers’ defense and entered judgment for Cravotta.

## Issues

1. Whether K.S.A. 84-2-201 (UCC statute of frauds) barred consideration of extrinsic evidence supporting an implied obligation that Cravotta provide electrical system information.
2. Whether the district court erred by using the statute of frauds to exclude such evidence instead of applying K.S.A. 84-2-202 (UCC parol evidence rule) and related interpretive provisions (course of dealing, usage of trade, course of performance).

## Decision

- The Kansas Court of Appeals held the district court misapplied the UCC by treating K.S.A. 84-2-201 as requiring a signed writing for the asserted obligation and by refusing to consider UCC-recognized contextual evidence.
- The court ruled that the UCC statute of frauds is not a comprehensive writing requirement for all terms and does not preclude a finding—based on extrinsic evidence—that the parties’ agreement included an unstated term.
- The court affirmed in part, reversed in part, and remanded for further proceedings requiring evaluation of Deggingers’ defense under UCC parol evidence and commercial-context principles.

## Legal Principles

- Under K.S.A. 84-2-201, a writing is not insufficient merely because it omits or incorrectly states terms; enforceability under the statute turns on whether there is a signed writing indicating a contract for sale and stating a quantity.
- The statute of frauds does not, by itself, bar proof of contract terms through UCC-recognized extrinsic evidence.
- Under K.S.A. 84-2-202, written terms may be explained or supplemented by course of dealing, usage of trade, and course of performance, and by consistent additional terms unless the writing was intended as a complete and exclusive statement.
- Course of actual performance is treated as strong evidence of what the parties intended their written agreement to mean.
- Courts applying Article 2 must interpret agreements in their commercial setting rather than treating the absence of an explicit written term as dispositive.

## Conclusion

The appellate court reversed the trial court’s statute-of-frauds-based exclusion of Deggingers’ defense and required the district court on remand to consider whether an implied obligation existed by applying UCC parol evidence and trade-context doctrines, including course of dealing, usage of trade, and course of performance.


Cravotta v. Deggingers' Foundry, Inc., 42 Kan. App. 2d 700, 215 P.3d 636 (Kan. Ct. App. 2009)