E. Dental Corp. v. Isaac Masel Co.

502 F. Supp. 1354 (E.D. Pa. 1980)



Pennsylvania's version of the Uniform Commercial Code's Statute of Frauds provides in pertinent part:(a) General rule. Except as otherwise provided in this section a contract for the sale of goods for the price of $ 500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in such writing. Pa. Stat. Ann. tit. 13, § 2201(a). The statute of frauds' requirement of a writing is applicable to all contracts for the sale of goods for $ 500 or more, including requirements contracts. The main purpose of the writing required by the statute of frauds is to afford a basis for believing that the offered oral evidence rests on a real transaction. A writing which satisfies the requirements of the statute is only evidence of an agreement and does not necessarily prove the existence or terms of a contract. A writing satisfies the statute if it is (1) signed by the party to be charged, (2) evidences a contract for the sale of goods, and (3) specifies a quantity term. Pa. Stat. Ann. tit. 12A, § 2-201 (1970). 


A dental manufacturer sought partial summary judgment on an orthodontic manufacturer's antitrust claims under Section 2 of the Sherman Act and breach of contract claims. The orthodontic manufacturer claimed that even thought the dental manufacturer produced less then one percent of the item in question, it was the only manufacturer to sell them at wholesale prices. 


Should partial summary judgment me granted as to the breach of contract claims?




The court denied the dental manufacturer summary judgment on the antitrust claims, granted summary judgment on the breach of contract claim, denied summary judgment on the issue of damages for loss of goodwill as to the antitrust claims, and granted summary judgment as it related to the breach of warranty claim. The court held that even though the dental manufacturer claimed less than one percent of the market, the courts recognized the possibility of a sub-market. The court held that summary judgment on the antitrust issue was not proper because there was a material issue of fact as to whether the sale at wholesale prices created a monopoly. As to the breach of contracts claim, the court held that the statute of frauds required the contract be in writing and while the writings in question showed an ongoing business relationship, they did not show a contract to breach. Finally, the court held that federal law governed the issue of damages and loss of goodwill was one method of computing an antitrust plaintiff's pecuniary loss.

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