## Facts

- R-P Packaging, Inc. manufactured printed cellophane wrap used to package baked goods.
- Kern’s Bakery operated a Lynchburg bakery and discussed switching to tray-and-wrap packaging requiring new printed cellophane with custom artwork.
- Kern’s orally communicated an “order” to R-P, but the communication omitted essential details about the artwork and its approval and did not fix a price.
- R-P sent a written acknowledgment to Kern’s that left the price as “Later” and indicated “W/A” (“will advise”), reflecting that customer approval to proceed had not yet been obtained; the acknowledgment directed R-P to send proofs for approval before etching/plate production.
- Before R-P proceeded, Kern’s sold the bakery and assets to Flowers, which continued operating the facility; R-P was not notified of the sale at the time.
- After the sale, Flowers received and handled communications concerning the wrap, approved the artwork (with changes reflecting Flowers’ ownership), and instructed R-P to produce and ship the material promptly.
- R-P manufactured and shipped custom printed wrap bearing Flowers’ name and graphics.
- After delivery, Flowers asserted the wrap was defective (including alleged size/printing issues), retained the goods for an extended period (about four months), returned them, and refused to pay; no written rejection was made.

## Issues

1. Whether an enforceable sales contract existed between R-P and Kern’s despite open terms and an expressed need for later customer approval.
2. Whether the Statute of Frauds barred enforcement of R-P’s claim against Flowers absent a writing signed by Flowers, or whether the specially manufactured goods exception applied.
3. Whether Flowers effectively rejected the goods within a reasonable time or instead accepted them (or failed to make an effective rejection), placing on Flowers the burden to prove nonconformity.

## Decision

- The Supreme Court of Virginia affirmed dismissal of Kern’s, holding there was no enforceable contract between Kern’s and R-P.
- The court affirmed the judgment for R-P against Flowers, holding the Statute of Frauds did not bar the claim because the goods were specially manufactured for Flowers and not suitable for sale to others.
- The court upheld jury instructions placing the burden on Flowers to prove nonconformity, concluding the evidence supported a finding of acceptance or failure to effect a timely rejection.
- The jury’s verdict for R-P on contract price was affirmed.

## Legal Principles

- A UCC sales contract requires sufficient definiteness and a showing that the parties intended to be bound; an oral “order” that leaves key matters unresolved and conditions performance on later approval may be unenforceable.
- Under UCC § 2-201(3)(a), an oral contract for goods over $500 may be enforced when goods are specially manufactured for the buyer, not suitable for sale to others in the seller’s ordinary course of business, and the seller makes a substantial beginning (including completion and delivery) before notice of repudiation.
- Under UCC §§ 2-602 and 2-606, rejection must be within a reasonable time and accompanied by seasonable notice; retention without effective rejection can constitute acceptance.
- Under UCC § 2-607(4), once goods are accepted, the buyer bears the burden of proving breach (including nonconformity).

## Conclusion

The court held that no contract bound the predecessor bakery where terms and approval were unresolved, but enforced the successor buyer’s obligation for custom packaging under the specially manufactured goods exception, and treated the buyer’s delayed, ineffective rejection as acceptance that shifted the burden to prove nonconformity to the buyer.


Flowers Baking Co. of Lynchburg, Inc. v. R-P Packaging, Inc., 229 Va. 370, 329 S.E.2d 462 (Va. 1985)