B & W Glass v. Weather Shield Mfg. - 829 P.2d 809 (Wyo. 1992)

Rule:

The supplementary principles of law and equity incorporated into the operation of the Uniform Commercial Code (U.C.C.) by virtue of § 1-103 survive unless it can be established that: (1) the principle is explicitly displaced by name in the plain language of the statute; (2) the specific objectives of the section would be served only by displacement of the principles of law and equity; (3) the general objectives of the U.C.C. are best furthered by displacement of those principles; and (4) the legislative history plainly indicates displacement.

Facts:

B & W Glass, Inc. (B & W) was a Wyoming corporation selling and installing windows in both commercial and residential buildings. The principals in B & W were three brothers, Larry, Tom, and Doug Ludtke. Sometime during the first three months of 1987, Larry Ludtke learned of a General Services Administration (GSA) project that called for replacement of all the windows in the federal courthouse in Casper, Wyoming. After reviewing the GSA plans, Larry Ludtke prepared a list of specifications for the windows to be replaced, including dimensions, depth and types of glazing required. Doug Ludtke then contacted Weather Shield Mfg. Inc. (Weather Shield), a Wisconsin corporation engaged in the manufacture of both standard size and custom windows. The purpose of Doug Ludtke's contact was to obtain a price quotation. Robert Schwalbe (Schwalbe), an experienced salesman familiar with bidding practices and price quotation procedures, acted on behalf of Weather Shield, and quoted a price of $ 101,725 for the Weather Shield windows to be used on the project. B & W never received written confirmation of this oral price quotation. Relying upon the Weather Shield price quotation, B & W submitted its bid to the project’s general contractor, and was declared the lowest bidder. Weather Shield declined to produce the windows and B & W was constrained to obtain custom windows from another manufacturer at a total cost of $226,579. Upon demand, Weather Shield refused to pay B & W the difference between Weather Shield's quoted price and the actual cost of the windows purchased from the other manufacturer. B & W then filed suit against Weather Shield. Weather Shield moved for summary judgment, arguing that there was no written contract between the parties, and the purported oral contract was unenforceable under the Wyoming enactment of the Uniform Commercial Code (UCC) statute of frauds. The district court concluded that promissory estoppel had been established and the oral contract between the parties existed and was enforceable despite the statute of frauds provision in Wyoming's version of the UCC. Judgment was entered against Weather Shield for breach of contract. Weather Shied took an appeal to the United States Court of Appeals for the Tenth Circuit, which certified the promissory estoppel question to the state supreme court. 

Issue:

Under the law of the State of Wyoming, may an oral promise otherwise within the statute of frauds as pronounced in Wyo. Stat. § 34.1-2-201 [1991] and the Uniform Commercial Code, nevertheless be enforceable on the basis of promissory estoppel?

Answer:

Yes.

Conclusion:

The instant court held that promissory estoppel was an exception to the statute of frauds provision under Wyo. Stat. Ann. § 34.1-2-201 (§ 2-201), finding that § 2-201 did not displace promissory estoppel where there was no plain language in the statute that explicitly displaced it. The legislative history did not plainly indicate displacement, the objectives of § 2-201 would not be served by displacement, and the general objectives of the U.C.C. were not best furthered by displacement. The court answered the certified question in the affirmative, finding that promissory estoppel did justify the enforcement of an oral promise otherwise precluded by the statute of frauds.