## Facts

- Republic Bank acquired medical equipment after a borrower defaulted on an equipment lease and sought to sell the equipment.
- Republic contacted West Penn Allegheny Health System to determine interest in purchasing the equipment.
- West Penn emailed an offer to purchase the equipment for $676,500.
- Republic emailed its approval of West Penn’s offer.
- West Penn acknowledged Republic’s approval by email and stated that some details still needed to be “ironed out” before a formal sales contract could be signed.
- Republic sent West Penn a draft written sales contract, and the parties continued to communicate by email and phone about completing the transaction.
- West Penn later stated by phone that no binding agreement existed because no formal contract had been signed and refused to proceed.
- Republic sold the equipment at auction for about $350,000 and sued for damages reflecting the difference between the auction price and the alleged contract price.
- The district court (applying Utah law) found an enforceable contract, found the Statute of Frauds satisfied, and entered judgment for Republic; West Penn appealed.

## Issues

1. Whether the parties’ email and related communications formed an enforceable contract for the sale of equipment despite their expectation of a later, formal written contract.
2. Whether the communications satisfied the UCC Statute of Frauds as adopted in Utah, including the requirements of a writing, a “signature” by the party to be charged, and essential terms.

## Decision

- The Tenth Circuit affirmed the judgment for Republic.
- The court held that West Penn’s email was a definite offer and Republic’s emailed approval was an acceptance, forming a binding contract.
- The court held that the parties’ contemplation of a later signed writing did not negate present intent to be bound absent clear conditional language making execution a prerequisite.
- The court held that the email chain satisfied the UCC Statute of Frauds because it evidenced a contract for identified goods at a stated price and was “signed” through West Penn’s typed name and email identifiers.
- The court upheld damages measured by the difference between the agreed price ($676,500) and the auction sale price (about $350,000) after West Penn’s refusal to perform.

## Legal Principles

- Under Utah contract law, parties may form a binding agreement through communications showing present intent to contract, even if they plan to later memorialize the deal in a more formal document.
- A statement that remaining “details” must be addressed before signing a formal contract does not, by itself, make signature a condition precedent to contract formation.
- Under the UCC Statute of Frauds, multiple writings may be read together to satisfy the requirement of a writing indicating a contract for the sale of goods, so long as they can be linked and contain the essential terms.
- For Statute of Frauds purposes, an electronic “signature” may include a typed name or other email-identifying information if used with intent to authenticate the message.
- A buyer’s repudiation of a contract for the sale of goods supports seller damages measured by the contract price minus the resale/market price obtained after the breach.

## Conclusion

The Tenth Circuit held that the parties’ email exchange created an enforceable sales contract and that the emails met the UCC Statute of Frauds through integrated writings and electronic signatures, making West Penn liable for breach and resulting price-difference damages.


Republic Bank, Inc. v. West Penn Allegheny Health Sys., Inc., 2012 WL 1223933 (10th Cir. 2012)