## Facts

- GPL Treatment, Ltd., Scott Cedar Products, and Blackhawk Forest Products (collectively, GPL) manufactured and sold cedar shakes; Louisiana-Pacific Corp. (L-P) bought and sold wood products, including cedar shakes.
- In spring 1992, GPL’s sales representative and L-P’s trader reached an oral agreement for L-P to purchase a large quantity of cedar shakes.
- GPL’s representative completed and signed six four-part documents labeled “ORDER CONFIRMATION,” stating prices and quantities, and sent L-P copies of each.
- The forms included “Sign and Return” language and buyer signature lines stating “order accepted by.”
- After market conditions changed, the parties discussed revisions; GPL prepared revised orders adjusting quantities and prices and sent signed written confirmations.
- L-P accepted and took delivery of 13 truckloads.
- GPL asserted L-P had contracted to purchase a total of 88 truckloads and sued for lost profits on the undelivered quantities.
- L-P denied any binding obligation beyond the delivered loads and raised the UCC statute of frauds, contending GPL’s forms did not satisfy the writing requirement.

## Issues

1. Whether GPL’s signed “ORDER CONFIRMATION” forms were “writings in confirmation of the contract and sufficient against the sender” under ORS 72.2010(2) (UCC § 2-201(2)).
2. Whether “Sign and Return” language and buyer signature lines prevented the forms from qualifying as confirmations (treating them as mere offers) when the buyer did not sign.
3. Whether, between merchants, L-P was bound under the statute of frauds by receiving the confirmations and failing to object in writing within 10 days.

## Decision

- The Oregon Supreme Court affirmed the judgment for GPL and affirmed the Court of Appeals.
- The court held that GPL’s order confirmation forms satisfied ORS 72.2010(2) and therefore met the statute of frauds against L-P.
- The “Sign and Return” clause and buyer signature lines did not, as a matter of law, negate the forms’ function as confirmations of an already-made oral contract.
- Viewing the evidence in the light most favorable to GPL (review of denial of directed verdict), the statutory conditions of receipt and lack of timely written objection were treated as satisfied.

## Legal Principles

- For sales of goods of $500 or more, ORS 72.2010(1) requires a writing indicating a contract for sale and signed by the party to be charged, unless an exception applies.
- Between merchants, ORS 72.2010(2) allows enforcement against the recipient if, within a reasonable time, the recipient receives a writing that (a) confirms the contract, (b) is sufficient against the sender (including the sender’s signature), and (c) states a quantity, unless the recipient gives written notice of objection within 10 days.
- A merchant’s confirmation need not include all material terms; it must evidence a contract for sale and include a quantity term.
- A document may qualify as a confirmation even if it contains buyer signature lines or requests the buyer to sign and return, so long as it objectively reflects the sender’s understanding that a contract already exists and is otherwise sufficient against the sender.

## Conclusion

The court held that, in a transaction between merchants, GPL’s signed order confirmations stating quantity satisfied the UCC statute of frauds against L-P because they confirmed the parties’ oral contract and L-P did not object in writing within the statutory period, notwithstanding the forms’ “Sign and Return” language and buyer signature lines.


GPL Treatment, Ltd. v. Louisiana-Pacific Corp., 323 Or. 116, 914 P.2d 682 (Or. 1996)