## Facts

- A paving contractor had a long supplier relationship with an oil company that sold liquid asphalt.
- The parties conducted business through oral orders and invoices; they had no written contract governing liquid-asphalt pricing or quantities.
- As market prices rose, the contractor sought assurances that price increases would not affect asphalt needed to perform the contractor’s already-existing fixed-price paving jobs.
- The supplier orally promised to protect the contractor against further price increases for asphalt needed to complete those existing contracts and stated that any later increases would apply only to contracts entered after the increase.
- Industry participants allegedly followed an unwritten custom that price increases would not apply to materials required for then-existing fixed-price contracts.
- The supplier later increased prices and charged the higher price on all asphalt deliveries, including asphalt used to perform the contractor’s existing fixed-price jobs.
- The contractor claimed damages for the added cost of asphalt attributable to the supplier’s failure to honor the oral price-protection promise.

## Issues

1. Whether an oral promise for the sale of goods that is otherwise unenforceable under Washington’s U.C.C. statute of frauds (RCW 62A.2-201) may be enforced through promissory estoppel.

## Decision

- The Washington Supreme Court answered the certified question in the negative.
- An oral promise within RCW 62A.2-201 cannot be enforced on a promissory estoppel theory.
- The court treated Article 2’s statute of frauds as controlling, subject only to its specified statutory exceptions.
- The court’s answer left intact the federal district court’s conclusion that the oral agreement was unenforceable for lack of a sufficient writing.

## Legal Principles

- Under RCW 62A.2-201 (U.C.C. § 2-201), a contract for the sale of goods priced at $500 or more is not enforceable absent a writing sufficient to indicate a contract for sale and signed by the party to be charged, unless a statutory exception applies.
- The exceptions listed in U.C.C. § 2-201 are treated as the intended limits on enforceability for oral Article 2 agreements; courts should not add nonstatutory exceptions.
- Promissory estoppel is not an additional exception to Article 2’s statute of frauds in Washington, even where reliance and hardship are shown.
- Policies of certainty and uniform application in commercial transactions support strict enforcement of the U.C.C. statute of frauds writing requirement.

## Conclusion

The Washington Supreme Court held that promissory estoppel cannot be used to enforce an oral sales-of-goods promise that fails the U.C.C. statute of frauds, limiting enforcement to the statutory exceptions in RCW 62A.2-201.


Lige Dickson Co. v. Union Oil Co. of Cal., 96 Wash. 2d 291, 635 P.2d 103 (1981)