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Corono Oro, Inc. v. Thompson - H021945, 2002 Cal. App. Unpub. LEXIS 2501 (Mar. 28, 2002)


An invoice has been found under the circumstances  to be either a sufficient confirmation or acceptance of a contract.


Plaintiff Corono Oro, Inc., doing business as Stewart's Office Furniture (reseller), presented a check to defendant Harry Thompson (broker), in the hope he could deliver the goods (76 work stations/office cubicles) as Thompson had suggested he could. Thompson had indicated earlier both that he did not yet have title and that he expected to obtain it. Thompson gave Corono Oro, the reseller, an invoice instead of a deposit receipt for the check, which plaintiff reseller argued to the trial court, was a "prepared . . .document which on its face is an invoice for the sale of the goods." When broker acknowledged to plaintiff’s representative, an error on the completed form regarding the sales tax, he did not say that it was the wrong form and that he was not selling the goods. According to the defendant broker, he disclosed to the plaintiff that he did not have title to the goods, i.e. there was no valid contract between the parties.


Did the trial court’s judgment lack evidentiary support as to the existence of a contract and the amounts of damages?




The document here contains broker's letterhead. It identifies reseller as the buyer, the items to be sold, and their price. It also describes the receipt of a $38,000 deposit. Under the circumstances, there was substantial evidence that this document objectively manifested broker's acceptance of reseller's offer to purchase 76 work stations and chairs. The document prepared on an invoice form can reasonably be understood to reflect an agreement by broker to sell reseller 76 work stations  at a price of $1,000 each. Determining the meaning of the document required the trial court to reconcile conflicting versions of the circumstances surrounding its preparation. The testimony by plaintiff and his employee about their discussions with broker provides substantial evidence supporting the trial court's implicit finding that the parties had reached an agreement.

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