## Facts

- Thomson Printing Machinery Co. bought and sold used printing machinery.
- B.F. Goodrich Co. operated a surplus machinery department that sold used equipment from its Akron, Ohio facility.
- On April 10, 1979, Thomson Printing’s president, James Thomson, inspected machinery at Goodrich and negotiated terms with Goodrich’s surplus equipment manager, Ingram Meyers, including a $9,000 price.
- On April 14, 1979, Thomson mailed Goodrich a purchase order for the machinery and a $1,000 check as part payment; both identified Thomson Printing and the purchase.
- The mailing was not directed to Meyers or the surplus department; Goodrich’s mailroom received it but did not promptly route it to the appropriate personnel.
- Before Meyers learned of the purchase order and check, Goodrich sold and delivered the machinery to another buyer and refused to perform for Thomson.
- Thomson sued for breach of contract, asserting an oral contract enforceable under U.C.C. Statute of Frauds exceptions, including the merchants’ confirmation rule and partial performance.
- A jury found for Thomson, but the district court entered judgment for Goodrich on the ground that the Statute of Frauds barred enforcement.

## Issues

1. Whether Thomson Printing and Goodrich were “merchants” under U.C.C. § 2-104(1) with respect to the used printing machinery transaction.
2. Whether Thomson’s purchase order and check constituted a written confirmation “received” by Goodrich and sufficient to satisfy U.C.C. § 2-201(2).
3. Whether Goodrich’s internal misrouting prevented “receipt” or otherwise avoided the § 2-201(2) consequence of failing to object in writing within 10 days.

## Decision

- The Seventh Circuit reversed the district court and directed reinstatement of the jury verdict for Thomson.
- The court held the oral contract enforceable under U.C.C. § 2-201(2) (the merchants’ exception).
- The court concluded both parties were merchants as to the goods: Thomson by regularly dealing in used printing machinery, and Goodrich by selling such equipment through a surplus machinery department.
- The purchase order and check sent four days after the oral agreement were a sufficient written confirmation against the sender, and Goodrich’s receipt at its place of business satisfied the “received” requirement.
- Goodrich could not avoid § 2-201(2) by pointing to its own internal mail-handling failures; having received the confirmation and not objected in writing within 10 days, Goodrich was bound.

## Legal Principles

- Under U.C.C. § 2-201(2), between merchants, a writing in confirmation of an oral contract can satisfy the Statute of Frauds against the recipient merchant if it is received and no written objection is made within 10 days.
- A firm that operates a surplus equipment sales function may qualify as a “merchant” under U.C.C. § 2-104(1) for transactions involving those goods.
- “Receipt” for § 2-201(2) is satisfied when the confirming writing arrives at the recipient’s place of business; internal misrouting does not negate receipt.
- A merchant bears the risk of its internal administrative failures in handling incoming confirmations and cannot use those failures to defeat the Statute of Frauds when it did not timely object in writing.

## Conclusion

The court enforced the jury’s finding of an oral sale by holding that, because both parties were merchants and Goodrich received Thomson’s timely written confirmation without objecting in writing, U.C.C. § 2-201(2) removed the Statute of Frauds bar and bound Goodrich despite its internal mail misrouting.


Thomson Printing Machinery Co. v. B.F. Goodrich Co., 714 F.2d 744 (7th Cir. 1983)