## Facts

- Simmons Foods, Inc., a poultry processor, supplied poultry by-product meal to Hill’s Pet Nutrition, Inc., a pet-food manufacturer, through a series of one-year output/requirements contracts during the early 1990s through 1997.
- Hill’s sought a specialized “low ash” poultry meal; Simmons invested in equipment and expanded operations around 1995–1996 to produce it.
- In 1997, the parties met to discuss supply terms for 1998; afterward, Simmons faxed Hill’s a document stating a fixed quantity and price for 1998 deliveries, without output/requirements language.
- Hill’s ordered, and Simmons supplied, the specified quantity during 1998.
- The parties later failed to agree on pricing for 1999, and Hill’s ended the relationship and obtained another supplier.
- Simmons claimed the 1997 fax reflected a three-year agreement (1998–2000) consistent with a broader understanding and that Simmons’ equipment investment was made in reliance on Hill’s assurances of a continuing long-term relationship.

## Issues

1. Whether the 1997 fax and related circumstances satisfied U.C.C. § 2-201 and created an enforceable three-year sales contract.
2. Whether oral representations and course of dealing could be used to establish a multi-year output/requirements obligation beyond the written 1998 quantity and price terms.
3. Whether Hill’s was liable under promissory estoppel for alleged long-term assurances that induced Simmons’ capital expenditures.

## Decision

- The court affirmed summary judgment for Hill’s on all claims.
- The 1997 fax satisfied the statute of frauds only as to a one-year (1998) quantity-and-price agreement, not a three-year commitment.
- Parol evidence could not be used to supply essential missing terms—especially a quantity commitment for 1999 and 2000—or to convert the writing into a multi-year output/requirements contract.
- Promissory estoppel failed because the alleged promise of a long-term relationship was indefinite and Simmons’ reliance was not reasonable given the parties’ history of one-year contracts and the absence of a written multi-year commitment.

## Legal Principles

- Under U.C.C. § 2-201, an enforceable contract for the sale of goods over $500 requires a signed writing that indicates a contract and includes a quantity term; enforcement is limited to the quantity shown in the writing.
- A writing that fixes quantity and price for a single year does not satisfy the statute of frauds for additional years absent a quantity commitment for those years (including “all requirements” or “all output” language).
- Parol evidence and course of dealing may explain or supplement a writing but cannot supply a completely missing quantity term necessary to satisfy the U.C.C. statute of frauds for the asserted duration.
- Promissory estoppel in a commercial setting requires a definite promise and reasonable reliance; general assurances of continuing business, without clear duration/quantity terms and contrary to established year-to-year contracting practice, do not support liability.

## Conclusion

The court held that the parties’ faxed quantity-and-price terms created, at most, a one-year 1998 contract, and that Simmons could not use oral statements or prior dealings to impose a multi-year obligation barred by the U.C.C. statute of frauds; it also rejected promissory estoppel because the asserted long-term assurances were indefinite and reliance on them was unreasonable without a written multi-year commitment.


Simmons Foods, Inc. v. Hill’s Pet Nutrition, Inc., 270 F.3d 723 (8th Cir. 2001)