## Facts

- St. Ansgar Mills, Inc., a grain seller, regularly sold corn for future delivery through telephone orders followed by written confirmations.
- Duane J. Streit, a hog producer (and veterinarian), and his father were long-time customers and had repeatedly bought large quantities of grain from the mill since 1989.
- In prior transactions, written confirmations were sometimes signed and returned late (or not returned), yet Streit had consistently accepted delivery of grain ordered by phone.
- The mill hedged on the Chicago Board of Trade after a customer accepted a quoted price, increasing its exposure if the buyer later refused delivery.
- On July 1, 1996, John Streit telephoned and placed two corn orders for Duane Streit: 60,000 bushels for December 1996 delivery at $3.53/bushel and 60,000 bushels for May 1997 delivery at $3.73/bushel.
- Consistent with the parties’ usual practice, the mill prepared a written confirmation and held it for John Streit to sign when he came to pay the open account.
- John Streit did not come to the mill during July; an attempted indirect delivery through a banker also failed.
- On August 10, 1996, when John Streit finally came to the mill, the mill delivered the written confirmation.
- After corn prices declined, Duane Streit refused to accept delivery of the corn ordered on July 1 and purchased corn on the open market at lower prices.

## Issues

1. Whether the written confirmation delivered about six weeks after the oral grain agreement was received “within a reasonable time” under UCC § 2-201(2), making the oral contract enforceable despite the statute of frauds.
2. Whether the “reasonable time” question could be resolved as a matter of law on summary judgment in light of the parties’ course of dealing.

## Decision

- The Iowa Supreme Court reversed the district court’s grant of summary judgment for Streit and remanded.
- The court held that, on this record, whether the confirmation was received within a reasonable time was a fact question for the jury.
- The court rejected treating the approximately six-week delay as per se unreasonable as a matter of law where the parties’ established practices could support competing inferences.

## Legal Principles

- Under UCC § 2-201(2), an oral contract between merchants may be enforceable if a written confirmation sufficient against the sender is received within a reasonable time and not objected to within the statutory period.
- “Reasonable time” under the UCC is context-dependent and ordinarily turns on all relevant circumstances rather than a fixed calendar interval.
- Course of dealing between the parties is material to determining reasonable time and may create a genuine fact dispute that precludes summary judgment.
- Summary judgment is improper when the evidentiary record permits reasonable inferences in favor of either party on a material fact such as reasonable time.

## Conclusion

The court held that the timing of a UCC merchant confirmation following an oral grain contract, when viewed alongside the parties’ established practice of delayed confirmations, presented a triable fact dispute on “reasonable time,” requiring reversal of summary judgment and remand for further proceedings.


St. Ansgar Mills, Inc. v. Streit, 613 N.W.2d 289 (Iowa 2000)