## Facts

- Charles and Angelyn Potter operated an Oregon turkey hatchery selling newly hatched poults to growers.
- Hatter Farms, an Oklahoma turkey grower, contacted Charles Potter in late 1978 to discuss purchasing poults.
- In January 1979, Potter and Hatter’s production manager, Gil Kent, met in Oklahoma; Potter testified they orally agreed that Potter would sell and Hatter would buy 192,000 poults at $0.80 each plus specified service charges.
- The parties discussed shipment from Oregon to Oklahoma, including a target transit time of about 40 hours, but did not decide the precise transportation method.
- Both sides investigated shipping and concluded it would be expensive but not prohibitive.
- In June 1979, Potter met Kent after receiving offers from California buyers for the same poults; Potter testified he left believing Hatter still intended to buy and, relying on that, rejected the California offers.
- In August 1979, Kent informed Potter that Hatter no longer needed the poults.
- The Potters sued for breach of an oral contract; a jury returned a verdict for the Potters, and Hatter appealed.

## Issues

1. Whether there was substantial evidence for the jury to find an enforceable oral contract for the sale of poults despite an unresolved transportation term.
2. Whether the alleged oral agreement was unenforceable under the UCC Statute of Frauds for sales of goods over $500.
3. Whether promissory estoppel could bar Hatter from asserting the UCC Statute of Frauds as a defense.

## Decision

- The court affirmed the judgment for the Potters.
- The evidence permitted the jury to find the parties intended to contract and agreed on essential terms (including quantity and price), even though the transportation method remained open.
- The oral agreement was within the UCC Statute of Frauds, but promissory estoppel was available to prevent use of the Statute of Frauds to avoid liability where there was substantial detrimental reliance.
- The jury could find detrimental reliance because the Potters rejected other sales opportunities based on Hatter’s assurances and were harmed when Hatter later repudiated.

## Legal Principles

- Under UCC contract-formation rules, a contract for sale may exist even if one or more terms are left open, so long as the parties intended to contract and there is a reasonably certain basis for granting a remedy.
- A sale of goods contract above $500 generally requires a signed writing to be enforceable under the UCC Statute of Frauds.
- Equitable principles, including estoppel, supplement the UCC unless displaced; promissory estoppel may therefore operate to bar a Statute of Frauds defense in appropriate cases.
- Promissory estoppel requires substantial reliance by the promisee and enforcement as necessary to avoid injustice; it is not a general substitute for written contracting.

## Conclusion

The court upheld a jury verdict enforcing an oral agreement to sell turkey poults, holding that an unresolved transportation detail did not defeat contract formation and that promissory estoppel could preclude the seller’s Statute of Frauds defense when the buyer reasonably relied to its detriment.


Potter v. Hatter Farms, Inc., 641 P.2d 628 (Or. Ct. App. 1982)