## Facts

- Everett D. Dehahn, a former town road commissioner, owned heavy equipment and a 52-acre gravel pit used in his roadwork activities.
- After losing reelection, Dehahn sought to sell his roadwork-related assets; initial negotiations contemplated a broader business sale, but the final agreement was limited to specific assets.
- Dehahn and Richard A. Innes formed an oral agreement for $35,000 for the gravel pit and multiple items of equipment, including a backhoe, bulldozer, loader, dump truck with plow, another truck with plow, and a homemade low-bed trailer.
- Dehahn agreed to deliver the equipment in “ready-to-go condition” and sent an employee to perform maintenance and remove plows; Innes assisted with some of this work.
- With Innes’s consent, much of the equipment was moved to Innes’s field near his home, with keys left in the machines.
- Evidence showed Innes used the bulldozer on a job before he purported to cancel; whether this use benefitted Dehahn or Innes was disputed.
- Innes complained the equipment was not “ready-to-go,” declared the agreement cancelled, and made no payments.
- Dehahn repossessed and resold the equipment and sued for breach of contract damages.

## Issues

1. Whether an oral “entire” agreement with dual aspects—sale of land and sale of goods—was enforceable despite statute of frauds defenses.
2. Whether Innes’s conduct and subsequent cancellation constituted a breach, given possession, assistance with preparation, and alleged use of the equipment and the minor nature of remaining defects.
3. Whether the trial court correctly computed the seller’s damages after repossession and resale.

## Decision

- The court treated the transaction as a single, entire contract with dual aspects: a land sale and a bargain for personal property.
- The court upheld enforceability of the oral agreement against statute of frauds objections in light of the parties’ conduct, including delivery/possession and acts consistent with acceptance of the goods.
- The court affirmed the finding that Innes breached by cancelling based on relatively minor, readily correctable deficiencies.
- The court sustained the appeal only as to damages, holding the trial court’s damage calculation erroneous and requiring modification consistent with proper resale-based remedy rules.

## Legal Principles

- A mixed transaction may be an “entire” contract with dual land and goods components, requiring analysis of both real-property and sales-of-goods doctrines.
- A buyer’s receipt, possession, and use of goods, and other conduct corroborating the bargain, can defeat a statute of frauds defense to enforcement of the goods portion of an oral contract.
- A buyer may not cancel for minor nonconformities where the seller is willing and able to cure; acts consistent with ownership (possession/use) support a finding of acceptance and limit the buyer’s cancellation options.
- Seller’s damages after resale must follow sales-law remedial formulas: contract price minus good-faith, commercially reasonable resale price, plus allowable incidental damages, minus expenses saved; courts must reject miscalculations or double recovery.

## Conclusion

The court enforced an oral agreement covering both a gravel pit and equipment, affirmed that the buyer’s unilateral cancellation constituted a breach given acceptance-like conduct and trivial remaining defects, and corrected the damages award to conform to resale-based seller-remedy rules.


Dehahn v. Innes, 356 A.2d 711 (Me. 1976)