## Facts

- Saga Solutions, LLC (Saga) sold a software product known as GoldMine.
- Dennis Robb was an employee of The Sherwin-Williams Company (Sherwin-Williams).
- While employed by Sherwin-Williams, Robb verbally ordered GoldMine software from Saga for Sherwin-Williams’ business.
- The transaction was not reduced to a signed written contract.
- Saga delivered the software package to Sherwin-Williams, but payment was not made.
- After Robb left the company, his supervisor found the GoldMine software package unopened in Robb’s desk.
- Sherwin-Williams attempted to return the unopened software to Saga.
- Saga refused to accept the return and sued Sherwin-Williams in Connecticut Superior Court to recover the purchase price.
- At trial, a Sherwin-Williams manager testified that the software purchase was work-related, and Sherwin-Williams’ counsel acknowledged that Robb had authority to make such purchases for the company.

## Issues

1. Whether Sherwin-Williams was bound to pay for the GoldMine software based on its employee’s authorized oral order and the company’s receipt and retention of the delivered goods, despite a later attempted return.
2. Whether Saga could recover on a quasi-contract theory (such as unjust enrichment/quantum meruit) if an enforceable contract was not proven.

## Decision

- The court entered judgment for Saga on its breach of contract claim for the software’s purchase price.
- The court found that Robb acted with authority to bind Sherwin-Williams when he ordered the software for company business.
- The court treated Sherwin-Williams’ receipt and continued possession of the delivered software, without a timely and effective rejection, as supporting liability for the contract price.
- Because the court found an enforceable contract and awarded relief on that basis, the alternative quasi-contract theory did not provide separate additional recovery.

## Legal Principles

- A principal may be bound by contracts made by its agent within the agent’s authority, including authority to make purchases for the principal’s business.
- Under UCC sales principles, an agreement for goods may be enforceable even without a signed writing where the goods are received and accepted, or where the buyer fails to make a timely rejection after delivery.
- A buyer generally cannot avoid the obligation to pay the contract price simply because it did not use the goods or later decides it no longer wants them, absent a legally effective rejection, revocation, or seller breach.
- Unjust enrichment/quantum meruit is typically an alternative basis for recovery when no enforceable express contract is established, and the defendant has received and retained a benefit without payment.

## Conclusion

Saga recovered the purchase price because Sherwin-Williams’ employee had authority to place the order for company business and Sherwin-Williams received and kept the delivered software without a timely, effective rejection; the later attempt to return the unopened package did not cancel the obligation to pay, making separate equitable relief unnecessary.


Saga Solutions v. Sherwin-Williams Co., 2002 WL 1145373 (2002)