## Facts

- A highway contractor sought rock supplies for a Missouri Highway Department project, including asphaltic rock, from a quarry company.
- Before the highway contract award, the supplier delivered a typewritten, signed document labeled “Proposal” listing rock types, quantities, and prices for the project.
- After the award, the contractor’s superintendent met with the supplier’s president; the contractor claimed they orally agreed to different prices and that he handwrittenly altered the proposal to reflect the alleged agreement.
- The supplier denied that a final agreement was reached on the asphaltic rock price and did not re-sign the proposal after the handwritten changes.
- The contractor sent a purchase order consistent with the handwritten-altered terms; the supplier did not supply the asphaltic rock.
- The contractor sued for damages on (1) breach of contract and (2) promissory estoppel.

## Issues

1. Whether an alleged contract for asphaltic rock (goods priced over $500) was enforceable under UCC § 2-201 when the only signed writing predated the claimed agreement and contained materially different price terms.
2. Whether any partial performance removed the alleged oral contract from the statute of frauds beyond goods delivered and accepted or paid for.
3. Whether promissory estoppel could be used to obtain relief despite UCC § 2-201’s writing requirement in this commercial sale-of-goods dispute.
4. Whether summary judgment was proper where the asserted writing was legally insufficient to satisfy UCC § 2-201 for the terms the contractor sought to enforce.

## Decision

- The Missouri Court of Appeals affirmed summary judgment for the supplier on both counts.
- The court held the breach of contract claim was barred by UCC § 2-201 because the signed proposal did not indicate that a contract had been made on the materially different price terms asserted by the contractor.
- The court held the partial performance exception, if applicable, would validate an oral contract only as to goods actually delivered and accepted or paid for, not the undelivered remainder sought by the contractor.
- The court rejected the promissory estoppel claim as a basis to avoid UCC § 2-201 on these facts.

## Legal Principles

- Under UCC § 2-201(1), a contract for the sale of goods priced at $500 or more is not enforceable absent a writing signed by the party to be charged that is sufficient to indicate that a contract for sale has been made.
- A signed writing that materially diverges from the alleged final agreement—especially as to price—does not satisfy UCC § 2-201 for enforcement of the alleged agreement.
- Under UCC § 2-201(3)(c), partial performance removes the statute of frauds only “with respect to” goods received and accepted or paid for; it does not permit enforcement of the unperformed remainder.
- In a commercial sale-of-goods case, promissory estoppel does not provide a general workaround to UCC § 2-201 where the statutory writing requirement is not met.
- Summary judgment is appropriate when the record shows that, even accepting the nonmovant’s version of events, the claim fails as a matter of law due to the statute of frauds.

## Conclusion

The court affirmed summary judgment for the supplier because the only signed document contained materially different price terms than those claimed, making the alleged asphaltic rock contract unenforceable under UCC § 2-201; neither partial performance nor promissory estoppel supplied a basis to impose liability for the undelivered goods.


Howard Constr. Co. v. Jeff-Cole Quarries, Inc., 669 S.W.2d 221 (Mo. Ct. App. W.D. 1983)