Eastern Dental Corp. v. Isaac Masel Co.

Brief Fact Summary.

Eastern Dental Corp. (plaintiff) sued Isaac Masel Co. (defendant) for breach of contract.

Synopsis of Rule of Law.

In order for the statute of frauds to be satisfied the parties must have some sort of writing that indicates what quantity they contracted for under a requirements contract.

Facts.

The plaintiff and defendant entered into an agreement for the plaintiff to resale the defendant’s products. The parties had no written agreement but did their business through various forms. The defendant notified the plaintiff that they were terminating their agreement and the plaintiff brought suit for breach of contract and the defendant argued that there was no contract because the parties did not have a writing as required under the statute of frauds.

Issue.

Whether in order for the statute of frauds to be satisfied the parties must have some sort of writing that indicates what quantity they contracted for under a requirements contract.

Held.

Yes. In order for the statute of frauds to be satisfied the parties must have some sort of writing that indicates what quantity they contracted for under a requirements contract.

Discussion.

Under Section 2-201 of the UCC a contract for the sale of good over $500 must be evidence by some sort of writing between the parties and that writing must contain all the definite terms required under contract law, such as quantity. While it is not required that the writing contain an exact number of quantity, a court must be able to determine what requirements of goods the parties bargained for. Here, there is no evidence of a writing to indicate what quantity the parties bargained for and the termination letter is only evidence the parties had an agreement but the contract still does not satisfy the statute of frauds and fails for indefiniteness.