## Facts

- Migerobe, Inc., a Mississippi corporation, operated jewelry counters in department stores and sought discounted Certina watches for an After-Thanksgiving “door-buster” promotion.
- Certina USA, Inc., a Pennsylvania watch manufacturer, sold through traveling salesmen, including Gerald Murff in Mississippi.
- Migerobe contacted Murff about buying watches at reduced prices, anticipating Certina might liquidate inventory; Certina decided to reduce inventory after a corporate decision to withdraw from the U.S. market.
- Migerobe presented evidence of an oral agreement for Certina to sell more than 2,000 watches at $45 per watch, to be shipped in time for the promotion.
- Documentary evidence included Murff’s letter about pursuing special pricing, internal memoranda authorizing Murff to sell at the special price and creating a promotion code for the order, and an order form listing quantities, styles, and prices.
- Before shipment, Certina informed Migerobe it would not ship the watches.
- Migerobe claimed losses from the watch transaction and from reduced customer traffic and related “corollary” sales that the door-buster promotion was intended to generate.
- A jury in the Southern District of Mississippi found Certina breached the contract and awarded Migerobe $157,133 in damages; the district court entered judgment on the verdict.

## Issues

1. Whether the evidence, including multiple writings, was sufficient for a jury to find an enforceable contract for the sale of goods under the U.C.C. Statute of Frauds.
2. Whether the evidence was sufficient to support the breach finding and the $157,133 damages award, including consequential damages for lost “corollary” sales.

## Decision

- The Fifth Circuit affirmed the judgment on the jury verdict.
- The court held there was substantial evidence from which the jury could find an enforceable agreement despite its oral form, based on the combination of negotiations and corroborating writings.
- The court held there was substantial evidence that Certina breached by refusing to ship.
- The court upheld the damages award, including lost corollary sales, as supported by evidence and not impermissibly speculative.

## Legal Principles

- Under the U.C.C. Statute of Frauds, an enforceable contract for the sale of goods may be supported by multiple related writings that, taken together and with the surrounding circumstances, evidence an agreement and its essential terms.
- On appellate review of a jury verdict, the court does not reweigh evidence; it asks whether substantial evidence supports the verdict such that reasonable jurors could reach it.
- A seller is liable for consequential damages that were foreseeable at contracting; promotional lost-profit damages may be foreseeable when the seller knows the goods are intended as “loss leaders” to generate additional sales.
- Once the fact of damage is established, uncertainty in the amount does not bar recovery, particularly when the breach contributes to the difficulty of precise calculation.

## Conclusion

The Fifth Circuit upheld a jury’s finding that interlocking writings and testimony supported an enforceable U.C.C. sale-of-goods contract and affirmed an award of direct and consequential damages where the seller knew the watches were intended for a loss-leader promotion and lost corollary sales were foreseeable and proven with sufficient evidentiary support.


Migerobe, Inc. v. Certina USA, Inc., 924 F.2d 1330 (5th Cir. 1991)