## Facts

- Ohio Grain Co. (OG), a grain buyer, and Swisshelm, a livestock farmer who also bought and sold corn and soybeans and followed those markets, spoke by telephone on February 9, 1973 about OG purchasing Swisshelm’s soybeans.
- During the call, Swisshelm offered to sell OG soybeans for $5 per bushel, and OG accepted, even though OG had not seen the beans and did not know their quality.
- On February 9, 1973, OG mailed Swisshelm a signed “Grain Purchase Confirmation” stating OG purchased 1,500 bushels of soybeans at $5.00 per bushel.
- The confirmation provided for delivery “at the farm loaded in our truck,” with payment on delivery, and included a delivery date/deadline (February 20, 1973).
- The confirmation also listed quality and grading requirements and stated the price would be reduced if the soybeans did not meet the stated standards.
- The document left a space for Swisshelm’s signature and requested that it be signed and returned.
- A note on the confirmation stated that Swisshelm’s retention of the confirmation without notifying OG of any error would be treated as acknowledgment and acceptance of a contract “exactly as stated.”
- Swisshelm did not sign or return the confirmation and did not object to its terms.
- Before OG arrived or arranged to pick up the beans, Swisshelm sold the soybeans to another buyer.
- OG had committed the expected soybeans to its own customer and covered by purchasing replacement soybeans at a higher cost, allegedly $1,500 more than the contract price; OG sued Swisshelm for that amount.
- After a bench trial, the trial court found no contract had been formed and entered judgment for Swisshelm; OG appealed.

## Issues

1. Whether OG’s “Grain Purchase Confirmation,” sent after the telephone agreement, was a “writing in confirmation of the contract” that satisfied the statute of frauds under Ohio’s U.C.C. merchant-confirmation provision when Swisshelm did not object within a reasonable time.
2. Whether Swisshelm, an experienced farmer familiar with corn and soybean markets, qualified as a U.C.C. “merchant” so that the merchant-confirmation rule applied.
3. Whether the confirmation’s added terms (including quality specifications and price adjustments) prevented it from operating as a confirmation of an existing agreement.

## Decision

- The court of appeals reversed the trial court’s judgment for Swisshelm and remanded.
- The court held Swisshelm qualified as a “merchant” because, based on his experience with crop markets and sales, he was chargeable with the knowledge or skill associated with such transactions.
- The court held OG’s timely written confirmation was sufficient under Ohio’s version of U.C.C. § 2-201(2) to satisfy the statute of frauds as against Swisshelm once he received it and failed to object within a reasonable time.
- The court concluded Swisshelm breached the contract by selling the soybeans to another buyer after receiving the confirmation.
- The case was remanded for assessment and entry of damages in OG’s favor.

## Legal Principles

- Under U.C.C. § 2-201(2) (as adopted in Ohio), between merchants a written confirmation of an oral contract that is sufficient against the sender and received by the other party satisfies the statute of frauds unless the recipient gives written notice of objection within a reasonable time.
- A farmer can be a U.C.C. “merchant” when the farmer’s experience and conduct in the market make the farmer chargeable with knowledge or skill related to the transaction and trade practices for the goods sold.
- A confirmation may include customary quality, grading, delivery, and price-adjustment terms; if the recipient is a merchant and does not seasonably object, the confirmation can bind the recipient.
- When a seller breaches by selling the contracted goods to another buyer, the buyer may recover provable expectancy damages, including the difference between the contract price and the buyer’s cover price, subject to proof on remand.

## Conclusion

Ohio Grain Co. v. Swisshelm held that an experienced farmer familiar with crop markets could be treated as a U.C.C. merchant, and that a buyer’s prompt written confirmation of an oral soybean sale satisfied the statute of frauds and bound the farmer when he did not object; by selling the soybeans to someone else, the farmer breached and the case was remanded for a damages award based on the buyer’s cover loss.


Ohio Grain Co. v. Swisshelm, 318 N.E.2d 428 (1973)