## Facts

- Chris Williams, doing business as Cane Creek Sod (Cane Creek), supplied, grew, and delivered sod; Medalist Golf, Inc. (Medalist) built high-end golf courses.
- Medalist was building a Gary Player–designed golf course at Big Cedar Lodge for Ozarks Golf and Hunt Club, LLC (Ozarks Golf).
- Medalist’s project manager, Todd Tilton, sought bids for Meyer Zoysia sod and told Cane Creek’s employee that the sod was for a “high-end” course for an important client.
- In early 2016, Tilton emailed that Cane Creek was “in the driver’s seat” for the Meyer Zoysia “so long as” Ozarks Golf’s new director of agronomy approved the sod.
- On February 16, Tilton told Cane Creek: Ozarks Golf had decided the course would use Meyer Zoysia; Tilton would send an agreement; and Cane Creek should not sell the reserved sod to others.
- The parties signed a Grass Supplier Agreement (GSA) for the “Gary Player Designed Golf Course at Big Cedar Lodge,” listing an estimated quantity (914,760 square feet) and a unit price ($0.3233 per square foot).
- The GSA stated the estimated quantity was a “target and not a guaranteed amount” and that actual quantities could be more or less depending on the direction of the project’s architects or owners; Cane Creek agreed to hold unit prices for the project’s duration.
- The GSA also provided that Cane Creek “guarantees the quality and specification” of the materials supplied to Medalist.
- After the GSA was executed, Medalist coordinated access to Cane Creek’s fields so Cane Creek could prepare for inspection.
- Ozarks Golf’s director of agronomy, Todd Bohn, inspected the field and directed Medalist to reject Cane Creek’s sod as failing to meet the standards expected for the Gary Player–designed course; Ozarks Golf chose another supplier.
- Williams sued Medalist in federal court for breach of contract and promissory estoppel, arguing the rejection was wrongful and that he relied on Medalist’s “don’t sell” instruction by reserving sod and turning away other business.
- The district court granted summary judgment to Medalist on both claims, and Williams appealed.

## Issues

1. Whether Medalist breached the GSA (including any requirements-type obligation) by refusing to purchase Meyer Zoysia sod after Ozarks Golf’s agronomy director rejected Cane Creek’s sod on quality grounds.
2. Whether Williams could recover under promissory estoppel based on Medalist’s statements and conduct when any commitment to purchase was tied to Ozarks Golf’s approval of the sod.

## Decision

- The Eighth Circuit affirmed summary judgment for Medalist on the breach of contract claim because Williams did not show that Medalist wrongfully rejected conforming goods in light of the GSA’s project-specific quality/specification guarantee and Ozarks Golf’s quality-based rejection.
- The Eighth Circuit affirmed summary judgment for Medalist on the promissory estoppel claim because any promise to buy sod was conditional on Ozarks Golf’s approval, and that condition did not occur when the agronomy director rejected the sod.

## Legal Principles

- A supply agreement may be enforceable even when it lists an “estimated” quantity described as a non-guaranteed target; the buyer’s obligation, if any, remains tied to good-faith project needs and the contract’s stated terms.
- Under the UCC, a buyer may reject goods that do not conform to the contract; conformity can include quality and specification terms tied to a particular project and the parties’ understanding of what the end customer will accept.
- When a contract places responsibility on the seller to meet specified quality for a particular project, the seller must produce evidence that the tendered goods satisfied that standard to prove wrongful rejection.
- Promissory estoppel requires a definite promise and reasonable reliance; if the alleged promise is conditional, the failure of the condition defeats reasonable reliance and bars recovery on that theory.
- Promissory estoppel generally does not function as an alternate route to recover for the same subject matter covered by an enforceable contract, especially where the alleged promise mirrors contractual expectations but remains subject to stated conditions.

## Conclusion

The Eighth Circuit held that Medalist was entitled to summary judgment because Cane Creek could not prove its sod met the GSA’s project-specific quality and specification expectations after Ozarks Golf’s agronomy director rejected it, and because Medalist’s pre-contract statements did not support promissory estoppel where any purchase commitment depended on owner approval that never occurred.


Williams v. Medalist Golf, Inc., 910 F.3d 1041 (2018)