## Facts

- Charles D. Lohman, trading as Lohman Farms, raised young pigs (“weaner pigs”) and sought financing to shift his operation toward producing weaner pigs for John C. and Joyce E. Wagner, trading as Swine Services.
- Wagner faxed Lohman a pre-signed document titled “Weaner Pig Purchase Agreement” to assist Lohman with financing; it listed a price of $28 per pig and described responsibilities, but left the quantity line blank.
- Without further communication and without sending the altered document back to Wagner, Lohman wrote “300” into the quantity line (as an approximate weekly number), signed it, and provided it to his bank.
- In 1998, Lohman began delivering pigs, initially around 300 per week; Wagner paid $28 per head for a period consistent with the draft price term.
- Wagner later reduced the price (to $18 per head) due to market conditions; Lohman treated the reduction as a breach of a binding long-term agreement and sued for contract damages.
- After a three-day bench trial, the Circuit Court for Washington County entered judgment for the Wagners, ruling the alleged agreement was unenforceable under Maryland’s UCC statute of frauds because it lacked a quantity term in a writing signed by the party to be charged.

## Issues

1. Whether the alleged agreement was predominantly for services (outside UCC Article 2) or predominantly for the sale of goods (within Article 2).
2. Whether Maryland’s UCC statute of frauds, Md. Code Com. Law § 2-201, requires a quantity term in a writing for a sale of goods contract to be enforceable.
3. Whether a sufficient quantity term existed in a writing signed by the Wagners, including whether Lohman’s insertion of “300” or an asserted output arrangement satisfied § 2-201.

## Decision

- The Court of Special Appeals of Maryland affirmed the judgment for the Wagners.
- The court held the transaction was predominantly a sale of goods (weaner pigs), so UCC Article 2 applied.
- The court held § 2-201 requires that a writing signed by the party to be charged include a quantity term to be enforceable.
- The court concluded no writing signed by Wagner contained an agreed quantity; Lohman’s unilateral insertion of “300” after Wagner signed the draft did not satisfy the statute of frauds.
- The court rejected enforcement based on an output-contract theory because the evidence did not establish a mutually agreed output commitment embodied in a signed writing.
- Applying the clearly erroneous standard to the bench trial findings, the court declined to disturb the trial court’s determination that no § 2-201-compliant writing existed.

## Legal Principles

- Under the predominant purpose test, a mixed arrangement involving services and goods is governed by UCC Article 2 when the sale of goods is the primary object and any services are incidental.
- Livestock and farm animals constitute “goods” under UCC Article 2.
- For a sale of goods contract of $500 or more, § 2-201 requires a writing signed by the party to be charged that indicates a contract for sale and states a quantity; quantity is the essential term for statute-of-frauds enforceability.
- Unilateral additions or alterations to a signed draft, not assented to by the party to be charged, do not supply the missing quantity term for § 2-201 purposes.
- An asserted output or requirements arrangement cannot avoid § 2-201 when the alleged quantity commitment is not shown in a writing signed by the party to be charged.

## Conclusion

The court held that the alleged weaner pig purchase agreement was governed by UCC Article 2 and was unenforceable under Maryland’s statute of frauds because no writing signed by the Wagners stated an agreed quantity, and Lohman’s unilateral insertion of a weekly number could not cure that defect.


Lohman v. Wagner, 160 Md. App. 122, 862 A.2d 1042 (Md. Ct. Spec. App. 2004)