Facts
- East River Energy, Inc. (East River) sold petroleum products used to heat buildings.
- Gaylord Hospital, Inc. (Gaylord) operated a long-term care hospital facility and contacted East River in July 2008 about purchasing heating oil.
- Gaylord told East River it was seeking approximately 160,000 gallons of fuel at a specified fixed price per gallon and wanted a budget plan to pay for the oil over a fixed contract period.
- Gaylord represented that it would purchase the fuel if East River could meet those requirements.
- East River stated it would obtain the fuel requested by Gaylord and arranged supply to satisfy Gaylord’s stated needs.
- East River later informed Gaylord that it could meet the requirements. Gaylord accepted the terms and stated it would sign a written contract reflecting the deal.
- After East River purchased the fuel from its supplier, Gaylord left East River a voicemail stating Gaylord would not proceed and then refused to sign the written agreement.
- East River sued asserting breach of contract and breach of the implied covenant of good faith and fair dealing (UCC-based), plus negligent misrepresentation, fraudulent/intentional misrepresentation, and promissory estoppel.
- Gaylord moved for summary judgment, arguing the alleged agreement was an oral contract for the sale of goods over $500 without a sufficient signed writing and thus barred by Connecticut’s UCC statute of frauds, Conn. Gen. Stat. § 42a-2-201; Gaylord also argued the estoppel and tort counts merely restated the barred contract theory.
- In a prior summary-judgment ruling (June 15, 2011), the court granted summary judgment for Gaylord on the breach of contract and implied-covenant counts, but denied summary judgment on promissory estoppel and the misrepresentation counts.
- Gaylord then filed a motion for reconsideration/reargument (July 5, 2011), claiming the denial of summary judgment on promissory estoppel and misrepresentation conflicted with controlling authority.
Issues
- Whether the court should reconsider/reargue its prior summary-judgment ruling because Connecticut’s UCC statute of frauds (Conn. Gen. Stat. § 42a-2-201) bars a promissory estoppel claim based on an alleged oral agreement for the sale of goods over $500.
- Whether negligent and intentional/fraudulent misrepresentation claims connected to an unenforceable oral sales agreement are barred by the UCC statute of frauds as duplicative contract claims.
- Whether Gaylord satisfied the standard for reconsideration/reargument by showing the court overlooked controlling law or committed a clear legal error in the earlier ruling.
Decision
- The court denied Gaylord’s motion for reconsideration and reargument.
- The court left in place the earlier summary-judgment disposition: summary judgment for Gaylord on breach of contract and breach of the implied covenant of good faith and fair dealing because the alleged oral sales contract was barred by Conn. Gen. Stat. § 42a-2-201.
- The court declined to change its earlier determination that promissory estoppel was not displaced as a matter of law by the UCC statute of frauds on these facts and could proceed.
- The court also declined to change its earlier determination that the negligent and intentional/fraudulent misrepresentation counts required separate analysis and were not automatically barred simply because they related to the same transaction as the unenforceable oral contract.
- The court concluded the motion largely repeated arguments previously raised and did not point to binding authority requiring a different result.
Legal Principles
- Connecticut’s UCC statute of frauds, Conn. Gen. Stat. § 42a-2-201, generally makes an oral contract for the sale of goods priced at $500 or more unenforceable unless there is a writing sufficient to indicate a contract and signed by the party to be charged.
- A claim that depends on enforcing the alleged oral sales contract (including an implied-covenant claim tied to that contract) may fail as a matter of law when § 42a-2-201 is not satisfied.
- Motions for reconsideration/reargument are limited; they are not meant to relitigate matters already decided and require a showing that the court misapprehended facts or law or overlooked controlling authority.
- Under UCC gap-filling concepts (including Conn. Gen. Stat. § 42a-1-103), equitable doctrines may operate alongside the UCC unless a specific UCC provision displaces them; the statute of frauds does not, in every case, eliminate promissory estoppel.
- Misrepresentation claims sound in tort and focus on false statements, reasonable reliance, and resulting harm; they are not automatically barred merely because the alleged statements relate to a transaction that also included an unenforceable oral sales agreement.
Conclusion
In this post–summary-judgment decision, the court refused to revisit its earlier ruling: the UCC statute of frauds defeated East River’s contract-based counts arising from an alleged oral fuel-oil agreement exceeding $500, but Gaylord did not show controlling authority requiring dismissal of promissory estoppel or the negligent and intentional/fraudulent misrepresentation claims at the reconsideration stage, so those counts remained pending.