## Facts

- Thomas Koenen, a collector of rare cars, previously purchased multiple performance Buick vehicles from Royal Buick Company through its salesperson, paying cash at MSRP.
- In 1986, Koenen sought to purchase a limited-edition Buick GNX that Royal Buick expected to receive through manufacturer allocation.
- In November 1986, Koenen met with Royal Buick’s salesperson and new-car sales manager and discussed the GNX.
- Koenen contended the parties agreed he would buy Royal Buick’s allocated GNX at the “window sticker price” (MSRP).
- After those discussions, Royal Buick also entertained other potential buyers for the same GNX, including an oral arrangement with one customer and a signed purchase order with another.
- Royal Buick ultimately refused to sell the GNX to Koenen and instead sold (or attempted to sell) it to someone else.
- Koenen sued for breach of contract; a jury returned a verdict for Koenen, and Royal Buick appealed.

## Issues

1. Whether sufficient evidence supported the jury’s finding that Koenen and Royal Buick formed an enforceable contract for the sale of the GNX at MSRP.
2. Whether the statute of frauds for sales of goods barred enforcement of the alleged agreement.
3. Whether sufficient evidence supported the jury’s finding that Royal Buick breached the agreement.

## Decision

- The Arizona Court of Appeals affirmed the judgment for Koenen.
- The court held the record contained sufficient evidence for the jury to find mutual assent to sell a specific, identified GNX allocated to the dealership at a price defined as MSRP.
- The court rejected Royal Buick’s statute-of-frauds argument, concluding the evidence permitted a finding that statutory writing requirements were satisfied or an exception applied.
- Applying a deferential standard of review, the court declined to reweigh credibility disputes resolved by the jury.

## Legal Principles

- A contract for the sale of goods may be proven by oral agreement when the evidence supports mutual assent and reasonably definite essential terms, including a defined price formula and identification of the goods.
- Course of dealing between the parties may support the inference that an agreement was intended and clarify terms such as the pricing method.
- Under U.C.C. § 2-201, the statute of frauds does not defeat a claim where writings and surrounding circumstances provide a sufficient basis for enforcement, including where documents can be read together or an exception applies.
- On appeal from a jury verdict, the question is whether sufficient evidence supports the verdict; appellate courts do not reweigh competing inferences or credibility determinations.

## Conclusion

The court affirmed a jury verdict that Royal Buick agreed to sell its allocated GNX to Koenen at MSRP and breached that agreement by selling the vehicle to another buyer, and it held the statute of frauds did not bar enforcement on the evidentiary record presented.


Koenen v. Royal Buick Co., 783 P.2d 822 (Ariz. Ct. App. 1989)