Facts
- A buyer purchased Indian jewelry from a seller for $500 under a signed memorandum stating that, if the jewelry was not acceptable, the seller would accept its return and refund $440.
- The memorandum was silent on the time within which the buyer had to return the jewelry.
- At trial, the buyer did not testify; the seller was called as the buyer’s only witness.
- Over the buyer’s objection, the court admitted the seller’s testimony that the parties made a contemporaneous oral agreement requiring return by Monday evening, or the sale would be deemed completed.
- The buyer attempted to return the jewelry on Wednesday of the same week, tendered the goods as unacceptable, and demanded the $440 refund.
- The seller refused the return and refund, asserting the Monday deadline had passed and the sale was final.
Issues
- Under U.C.C. § 2-202, whether a contemporaneous oral agreement setting a return deadline is admissible to supplement a written memorandum that is silent on timing.
- Whether an oral return deadline is “inconsistent” with the writing’s return-and-refund term, such that parol evidence is barred.
- Whether the memorandum was intended as a complete and exclusive statement of the parties’ agreement, excluding additional oral terms.
Decision
- The court admitted the oral Monday-evening return deadline as a consistent additional term under U.C.C. § 2-202.
- The court found the memorandum was not a complete and exclusive statement of the agreement because it omitted the time for return.
- Because the buyer’s attempted return occurred after the orally agreed deadline, the buyer was not entitled to the $440 refund.
- Judgment was for the seller.
Legal Principles
- A signed writing satisfying the U.C.C. Statute of Frauds may still be explained or supplemented by consistent additional terms under U.C.C. § 2-202, unless the writing was intended as a complete and exclusive statement of the agreement.
- An additional term is “inconsistent” only if it contradicts or negates an express term in the writing; a term that merely qualifies an area the writing does not address may be admissible.
- When a writing is silent on a material point, parol evidence may be used to supply the omitted term if it does not contradict the writing and the writing is only a partial integration.
- In a sale-on-approval transaction, parties may set a specific return deadline by agreement; if proved and admissible, that deadline governs the buyer’s right to return.
Conclusion
The court held that a written sale-on-approval memorandum silent on return timing could be supplemented by a consistent contemporaneous oral deadline under U.C.C. § 2-202, and the buyer’s failure to return the goods by that deadline defeated the claimed refund.