Law School Case Brief
D.R. Curtis, Co. v. Mathews - 103 Idaho 776, 653 P.2d 1188 (Ct. App. 1982)
Parties to a contract for the sale of goods may make a binding contract for sale even though the price is not settled, so long as they intend to enter into a binding contract, Idaho Code §§ 28-2-305, 28-2-204(3). That is, in the sale of goods, a contract will not fail on the grounds of indefiniteness when the price term is left open, so long as the agreement is entered with the mutual intent of the parties to make a binding contract. If the price in such a binding contract is left open by the parties to be established by later agreement and they fail to reach later agreement, the parties are still bound to perform under the contract for the sale of goods. In such a case, the price is a reasonable price at the time for delivery.
The farmer orally agreed to sell bushels of hard red spring wheat to a brokerage firm in the farm commodity market. Both parties, from prior dealings in the market, realized that although an express price per bushel was agreed upon, the price actually to be paid for the grain was not fixed until the grain was delivered to market. On the day after their oral agreement, the company signed and mailed a written memorandum to the farmer stating the terms of the agreement. The farmer later disavowed any contract and sold his wheat to another buyer. The company filed a breach of a contract for the sale. The trial court determined that the parties had entered into the oral agreement and had executed the written memorandum with the intent to enter into a binding contract, ordering the farmer to pay damages to the company.
Was the oral agreement between the farmer and the buyer enforceable?
The court affirmed the judgment and awarded the company costs and attorney fees. The court held that a term was left open to be established by the parties at a later date. The fact that this term was left open to be established, and the parties failed to reach an agreement on the figure, did not make the contract ambiguous or void for indefiniteness. The finding of the trial court that the breach occurred was supported by substantial and competent evidence.
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