Law School Case Brief
Int'l Casings Grp., Inc. v. Premium Standard Farms, Inc. - 358 F. Supp. 2d 863 (W.D. Mo. 2005)
Missouri has adopted the Uniform Electronic Transactions Act (UETA), Mo. Rev. Stat. §§ 432.200-432.295. The UETA applies to Missouri's Uniform Commercial Code provisions that govern the Statute of Frauds and the UETA defines an electronic signature as, an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
The supplier had sold its hog casings for over six years pursuant to long term output contracts for two facilities until they were terminated. However, the parties continued performing under the terms of their contracts and entered into protracted negotiations regarding new terms for both facilities. Ultimately, the supplier terminated the negotiations and contracted with a third party to sell its casings.
Was there a meeting of the minds between the supplier and the buyer?
The court held that there was substantial evidence to show that the supplier and the buyer did reach a meeting of the minds in 2004 for a new output contract. The parties had been negotiating since 2002 and had resolved most of the issues in dispute. Furthermore, the negotiating individuals intended to presently authenticate and adopt the content of their e-mails, which formed the negotiations as their own writing. This was enough to satisfy statute of frauds. Mo. Rev. Stat. § 432.205(8). The buyer demonstrated that the casings produced by the supplier were not fungible and not readily available on the spot market; thus, the buyer could not find cover goods to replace the supplier's casings. Weighing the potential harms to the parties, the court held that the equities weighed in favor of the buyer.
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