## Facts

- Donald R. Hessler signed a preprinted “Retail Order for a Motor Vehicle” with Crystal Lake Chrysler-Plymouth, Inc. to purchase a 1997 Plymouth Prowler, with a $5,000 deposit.
- The order included handwritten terms: Hessler would pay $5,000 over manufacturer list price; the deposit would be refundable if the vehicle could not be delivered by 12/30/97; and the dealer would keep the car for two weeks.
- The form contained an integration clause and stated it would not be binding until accepted by the dealer or an authorized representative.
- A delivery box on the form stated “ASAP,” written in different handwriting than the other handwritten terms.
- In September 1997, Hessler learned the dealer would receive a Prowler, but the dealer’s co-owner, Gary Rosenberg, told him the car would not be sold to him and was committed to another customer.
- After the dealer refused to sell him a Prowler when one arrived, Hessler contacted 38 dealerships seeking a substitute vehicle and ultimately purchased a Prowler from another dealer for $77,706.
- After a bench trial, the circuit court found a breach and awarded Hessler $29,853, measured as the difference between the contract price (about $44,000) and the cover price.

## Issues

1. Whether the handwritten delivery-related language (including “ASAP” and the 12/30/97 refund language) was part of the parties’ binding contract.
2. Whether the trial court correctly interpreted the agreement as obligating the dealer to sell Hessler a Prowler it received within the relevant time period.
3. Whether the dealer breached the contract by refusing to sell Hessler the Prowler when one arrived at the dealership.
4. Whether the damages award properly applied UCC buyer remedies, including cover, and whether Hessler’s cover purchase was commercially reasonable.

## Decision

- The Appellate Court of Illinois, Second District, affirmed the judgment for Hessler.
- The court upheld the finding that the written retail order, as accepted and performed in part by taking the deposit, formed an enforceable sales contract.
- The court upheld the interpretation that the delivery-related notations were substantive terms requiring delivery as soon as possible, with a refundable deposit if delivery could not occur by 12/30/97.
- The court held the dealer breached by diverting the vehicle to another customer and refusing to sell to Hessler when a Prowler arrived.
- The court affirmed damages of $29,853 as a proper cover-based measure under the UCC, supported by evidence that Hessler’s substitute purchase reflected the prevailing market in a scarce-goods setting.

## Legal Principles

- A signed dealer “retail order” can constitute an enforceable contract when the dealer accepts it (expressly or by conduct) and takes a deposit consistent with mutual assent.
- Handwritten terms on a sales order may be enforced as part of the agreement when the factfinder determines they reflect the parties’ bargain and are not merely informal notations.
- A seller’s refusal to deliver goods as agreed, including selling or committing the goods to another buyer when obligated to the contracting buyer, constitutes breach.
- Under UCC buyer remedies, a buyer may recover the difference between the contract price and the cost of commercially reasonable cover when the seller fails to deliver, even if the cover price is substantially higher due to market scarcity.

## Conclusion

The appellate court affirmed that the dealership’s accepted retail order obligated it to sell Hessler the first available Prowler on the stated terms, that refusal to do so was a breach, and that Hessler’s cover purchase in a scarce market supported an award of cover damages equal to the contract-cover price differential.


Hessler v. Crystal Lake Chrysler-Plymouth, Inc., 338 Ill. App. 3d 1010, 788 N.E.2d 405 (Ill. App. Ct. 2d Dist. 2003)