## Facts

- Harvest Rice, Inc., a rice buyer and miller, and Fritz and Mertice Lehman Elevator and Dryer, Inc. (Lehman Elevator), a grain elevator, orally negotiated a sale of 67,500 hundredweights of rough rice at $5.10 per hundredweight plus shipping, with delivery by May 31, 2003.
- On April 1, 2003, Harvest faxed Lehman a “buyer report” listing quantity, price, delivery date, and other terms.
- Lehman’s co-owner testified he did not see the fax for several days because the fax machine was out of paper.
- On April 15, 2003, Lehman faxed Harvest a written objection stating it could not sell on the stated terms.
- Harvest sued for breach of contract seeking damages; Lehman asserted defenses including the Statute of Frauds under Ark. Code Ann. § 4-2-201 and moved for summary judgment.
- The circuit court granted summary judgment for Lehman, ruling the buyer report lacked sufficiently “confirmatory” language to satisfy the merchants’ exception under § 4-2-201(2), and dismissed the complaint with prejudice.

## Issues

1. Whether the faxed buyer report was a “writing in confirmation of the contract” between merchants under Ark. Code Ann. § 4-2-201(2), removing the alleged oral agreement from the Statute of Frauds.
2. Whether genuine issues of material fact existed regarding (a) when Lehman “received” the buyer report and whether its objection was timely, and (b) whether the parties actually formed an oral contract.

## Decision

- The Arkansas Supreme Court reversed the grant of summary judgment and remanded.
- The court held the buyer report could qualify as a confirming writing under Ark. Code Ann. § 4-2-201(2) because it set out essential terms (including quantity, price, and delivery date) and could be read as reflecting a completed deal rather than ongoing negotiations.
- The court rejected a requirement that the writing contain explicit “magic words” stating a contract exists; the question is whether the writing supports a belief that the asserted oral agreement rests on a real transaction.
- The court held disputed facts remained, including receipt and timeliness of objection under the ten-day rule and, independently, whether the parties intended to be bound and actually reached agreement.

## Legal Principles

- Under Ark. Code Ann. § 4-2-201(2), between merchants a written confirmation received and not objected to in writing within ten days can satisfy the Statute of Frauds even if not signed by the party to be charged, so long as it would be sufficient against the sender.
- A confirming writing need not expressly declare “we have a contract”; it is enough that it indicates a contract for sale has been made and provides a basis to credit the claimed transaction.
- Satisfaction of the merchants’ exception removes the Statute of Frauds as a defense but does not itself establish contract formation; offer, acceptance, and intent to be bound remain fact questions.
- Summary judgment is improper where the alleged confirmation and surrounding evidence permit competing inferences about contract formation or about statutory elements such as receipt and timely objection.

## Conclusion

The court held that a detailed buyer report sent between merchants may satisfy the UCC merchants’ exception to the Statute of Frauds without explicit contract language, and that disputed facts regarding receipt, objection timing, and the parties’ actual agreement required resolution at trial rather than by summary judgment.


Harvest Rice, Inc. v. Fritz & Mertice Lehman Elevator & Dryer, Inc., 365 Ark. 573, 231 S.W.3d 720 (Ark. 2006)