## Facts

- Bettie Lewis owned a 1967 Hillcrest mobile home located in Midway Mobile Home Park, owned by Dr. Herbert H. Hughes.
- Lewis attempted to sell the mobile home to third parties, conditioned on the park accepting the purchasers as tenants for the lot.
- Park management suggested the purchasers were unlikely to be accepted due to an asserted rule limiting tenancy by relatives of current residents; Lewis complained to Hughes.
- Through an attorney acting as intermediary, Hughes agreed to buy Lewis’s mobile home at a price communicated by Lewis.
- Hughes later refused to pay the agreed price and did not complete the purchase; Lewis sold to another buyer and sued Hughes for breach of contract seeking damages.
- In a bench trial, the circuit court found an oral contract existed but held it unenforceable under Maryland’s UCC statute of frauds for lack of a sufficient signed writing.

## Issues

1. Whether the oral contract for sale of the mobile home was unenforceable under Md. Code Ann., Com. Law § 2-201(1) due to the absence of a sufficient signed writing.
2. Whether the contract was enforceable under § 2-201(3)(b) because Hughes admitted in court that a contract for sale was made.
3. Whether the § 2-201(3)(b) theory was preserved for appellate review where the statute of frauds was not formally pleaded but was argued and decided at trial.

## Decision

- The Court of Appeals of Maryland held the statute-of-frauds questions were preserved because the parties litigated compliance with § 2-201 in the trial court and the trial court decided the case on that basis.
- The court enforced the contract under § 2-201(3)(b) based on Hughes’s trial testimony admitting that a contract was made.
- The court declined to decide whether the writing and signature/agency requirements of § 2-201(1) were satisfied.
- The judgment was reversed and the case was remanded for an assessment of Lewis’s damages.

## Legal Principles

- Under UCC § 2-201(1), a contract for the sale of goods for $500 or more is generally unenforceable without a writing indicating a contract for sale and signed by the party to be charged or an authorized agent.
- Under UCC § 2-201(3)(b), the writing requirement does not bar enforcement if the party against whom enforcement is sought admits in pleadings, testimony, or otherwise in court that a contract for sale was made (enforceable to the extent of the quantity admitted).
- An “admission” under § 2-201(3)(b) may be involuntary, including testimony elicited on cross-examination, and may consist of factual testimony that establishes contract formation as a matter of law even if the witness disputes liability or enforceability.
- An issue may be preserved for appeal when it is actually tried and decided in the lower court, even if not formally raised in the pleadings.

## Conclusion

The court held that the buyer’s in-court admission that an oral sales contract was made brought the agreement within the UCC statute-of-frauds admission exception, requiring reversal and a remand to determine damages notwithstanding the lack of a sufficient signed writing.


Lewis v. Hughes, 276 Md. 247, 346 A.2d 231 (Md. 1975)