## Facts

- International Casings Group, Inc. (ICG) processed and marketed hog casings and had placed equipment and employees at Premium Standard Farms, Inc. (PSF) slaughter facilities to harvest and process casings.
- For more than six years, PSF sold hog casings from facilities in Milan, Missouri and Clinton, North Carolina to ICG under output arrangements.
- Written long-term output contracts were terminated in May 2002, but the parties continued performing while negotiating replacement terms.
- Negotiations were extended and technical, addressing facility-specific operational matters and pricing/quality-control adjustments, and were conducted largely through email between PSF’s representative and ICG’s representative.
- In June 2004, the parties exchanged emails resolving final open terms, including a three-year term and a pricing mechanism tied to an industry benchmark publication (the “Pratt Report”).
- After an email exchange in which PSF proposed final terms and ICG responded “OK,” the parties implemented the new pricing and continued performance consistent with the agreed structure.
- PSF later sought to end the relationship and sell casings to others, prompting ICG to seek provisional relief to prevent cessation of supply and diversion of casings.

## Issues

1. Whether the parties’ email negotiations and subsequent conduct showed mutual assent on the essential terms of a three-year output contract for hog casings.
2. Whether the email exchanges satisfied the UCC Statute of Frauds for the sale of goods through a sufficient writing and an electronic “signature” under Missouri law.
3. Whether ICG met the requirements for a preliminary injunction, including likelihood of success on the merits, irreparable harm, balance of harms, and public interest.

## Decision

- The court granted ICG’s motion for a preliminary injunction.
- The court found substantial evidence of a meeting of the minds on essential terms (including term length and pricing) and treated the parties’ post-email performance as confirming assent.
- The court concluded the email exchange constituted a sufficient memorandum of the agreement and was “signed” electronically for purposes of UCC § 2-201 as supplemented by Missouri’s adoption of the Uniform Electronic Transactions Act (UETA).
- The court held ICG showed a likelihood of success on its contract claim.
- The court found ICG faced irreparable harm absent injunctive relief, including harms to business relationships and goodwill not readily measured by money damages, and that the balance of equities and public interest favored enforcement of the agreement.

## Legal Principles

- A contract for the sale of goods may be formed without a formally executed integrated document when objective communications and subsequent performance show mutual assent to essential terms.
- For UCC Statute of Frauds purposes, multiple related emails may collectively satisfy the “writing” requirement if they evidence the contract and include essential terms.
- Under UCC signature concepts as informed by UETA, an electronic identifier associated with an email (including a typed name or identifying header information) may constitute a valid signature when used with intent to authenticate the message.
- Preliminary injunctive relief may issue where the movant shows a strong likelihood of success and noncompensable harms (such as loss of customer relationships and goodwill) from disruption of a supply relationship, and where the equities and public interest favor interim enforcement.

## Conclusion

The court issued provisional relief to maintain the parties’ supply relationship, concluding that the email exchanges and the parties’ conduct likely formed an enforceable three-year output contract and that the Statute of Frauds was likely satisfied through electronically signed writings under the UCC and UETA.


International Casings Grp., Inc. v. Premium Standard Farms, Inc., 358 F. Supp. 2d 863 (W.D. Mo. 2005)