Facts
- In April, Norman Mason, a farmer, called D. R. Curtis Company (Curtis) after seeing Curtis’s advertisement relating to soybean farming.
- During the call, Mason and Curtis’s representative, grain broker Bob Mai, began discussing Mason’s spring wheat crop.
- Mai explained how Curtis bought wheat and quoted the current selling price.
- Mason, who had only sold wheat after harvest, asked how Curtis purchased wheat before harvest and indicated he might want to contract to sell his spring wheat.
- Based on information Mason provided about his crop, Mai stated proposed terms, including a price, delivery timing and method, and a quantity of 9,000 bushels.
- Mason asked to see Curtis’s contract form; Mai said he would send it.
- Mai believed an oral agreement had been reached and, relying on that belief, sold 9,000 bushels of spring wheat to a grain purchaser.
- Mai signed a written confirmation memorandum and mailed it to Mason.
- The memorandum stated that keeping it without notifying Curtis of errors constituted acceptance of the contract as stated.
- A few weeks later, Mason read the memorandum, saw the 9,000-bushel quantity, believed it was too much, and decided he was not interested in selling to Curtis.
- Mason did not contact Curtis at that time and left the memorandum in his glovebox.
- Months later, a Curtis employee visited Mason regarding the supposed contract; Mason maintained he had no contract with Curtis.
- Over the following months, Mason received calls from Curtis employees threatening suit for breach.
- Mason eventually mailed the memorandum back to Curtis with “not accepted” written on the back.
- Curtis sued Mason for breach of contract; the trial court ruled for Mason, and Curtis appealed.
Issues
- Whether Curtis could enforce a contract for the sale of Mason’s wheat based on an alleged oral agreement and a confirmation memorandum that Mason retained without timely objection.
Decision
- The court affirmed the judgment for Mason.
- Curtis did not establish an enforceable sales contract on this record, where Mason did not sign a writing and did not otherwise manifest assent to the terms stated in Curtis’s confirmation memorandum.
- Mason’s silence and retention of the memorandum, without more, did not bind him to the quantity and other terms set out in Curtis’s writing.
Legal Principles
- A contract for the sale of goods in the covered amount generally must be evidenced by a writing signed by the party to be charged to be enforceable.
- A written confirmation sent after negotiations may satisfy the writing requirement only in limited circumstances; absent those circumstances, a unilateral confirmation does not by itself create a binding contract against the recipient.
- Contract formation requires mutual assent; a seller cannot convert negotiations into a contract solely by mailing a form stating that silence will be treated as acceptance.
- When a party timely communicates nonacceptance, that communication is strong evidence that no agreement was formed on the terms asserted by the other side.
Conclusion
Curtis Co. v. Mason concerns an alleged pre-harvest wheat sale in which a grain broker claimed an oral agreement for 9,000 bushels and sent a confirmation memorandum stating that retention would constitute acceptance. Mason did not sign the memorandum, believed the quantity overstated what he intended, and ultimately returned it marked “not accepted.” The trial court found for Mason, and the appellate court affirmed, concluding that Curtis failed to prove an enforceable contract based on the claimed oral deal and Mason’s retention of the confirmation memorandum.