## Facts

- Joseph and Linda Sedmak, Corvette collectors, sought to buy a limited-edition 1978 Corvette “Pace Car” from Charlie’s Chevrolet, which expected an allocation of one such vehicle.
- The Sedmaks contacted the dealership’s sales manager, Tom Kells, about obtaining the Pace Car and ordering it with particular options.
- On January 9, 1978, Mrs. Sedmak paid a $500 deposit to Kells and received a receipt.
- The Sedmaks testified that Kells agreed to sell the Pace Car at roughly the manufacturer’s suggested retail price (about $15,000) and to order it with their requested options; Kells disputed that any definite price was agreed.
- After the vehicle arrived, the dealership told the Sedmaks they could not buy it for $15,000 and would have to bid because demand and market prices had risen.
- The Sedmaks refused to bid and sued for specific performance of the alleged oral contract.
- After a bench trial, the circuit court found an oral contract, held it enforceable despite the UCC Statute of Frauds, and ordered specific performance; the dealership appealed.

## Issues

1. Whether substantial evidence supported the trial court’s finding that the parties formed an enforceable oral contract to sell the specific Pace Car with agreed options and price terms.
2. Whether the UCC Statute of Frauds barred enforcement of the alleged oral contract for goods priced over $500, or whether the $500 deposit brought the agreement within an exception.
3. Whether specific performance was an authorized and proper remedy under UCC § 2-716, including whether the Pace Car was “unique” or cover was otherwise impracticable so that damages were inadequate.

## Decision

- The Missouri Court of Appeals affirmed the decree of specific performance.
- The court held the trial court’s finding of an oral contract was supported by substantial evidence and credibility choices were for the trial judge.
- The court held the agreement was enforceable notwithstanding the UCC Statute of Frauds because the buyers made part payment for an identified, single vehicle with no quantity dispute.
- The court held specific performance was appropriate because the limited-edition, specially equipped Pace Car was sufficiently difficult to obtain as a substitute, making damages inadequate under UCC § 2-716.

## Legal Principles

- In a court-tried case, an appellate court sustains the judgment unless it lacks substantial evidence, is against the weight of the evidence, or erroneously declares or applies the law; witness credibility determinations are for the trial court.
- An oral contract for the sale of goods may be enforceable when evidence supports mutual assent to essential terms, even if testimony conflicts, where the factfinder resolves credibility.
- Under UCC § 2-201, part payment can remove an oral contract from the writing requirement when the payment is referable to the contract and the transaction involves a single, identified good with no quantity dispute.
- Under UCC § 2-716, specific performance may be awarded where goods are “unique or in other proper circumstances,” including when a limited-production item with particular features cannot be obtained through reasonable cover without significant difficulty, delay, or uncertainty.
- Damages may be inadequate when market conditions and scarcity make a substitute purchase impractical, so monetary relief would not place the buyer in as good a position as performance.

## Conclusion

The court affirmed specific performance of an oral agreement for a limited-edition Corvette Pace Car, holding that the buyers’ deposit supported enforcement despite the UCC Statute of Frauds and that scarcity and configuration made the car sufficiently difficult to cover to justify specific performance under UCC § 2-716.


Sedmak v. Charlie’s Chevrolet, Inc., 622 S.W.2d 694 (Mo. Ct. App. 1981)