The primary requirement under the Uniform Commercial Code (U.C.C.) § 2-201(1) and (2), Mo. Rev. Stat. § 400.2-201(1) and (2), is that the writing evidence an agreement between the parties. Although the language of the two subsections differs in that § 2-201(1) requires some writing sufficient to indicate that a contract for sale has been made and § 2-201(2) requires a writing in confirmation of the contract and sufficient against the sender, the § 2-201(2) confirmatory memorandum must satisfy the "sufficient to indicate" requirement of § 2-201(1).
Plaintiff complained that defendant breached its contract with plaintiff, and in the alternative that defendant should be held liable under a theory of promissory estoppel. The lower court granted summary judgment for defendant. The case was appealed to the Court of Appeals of Missouri.
Were plaintiff's alterations to a printed order sheet an acceptance of the sheet's offer or was a counter-offer created?
No, a counter-offer was made.
The court refused to consider whether there was error in the lower court's grant of summary judgment on the count of promissory estoppel because plaintiff did not preserve the issue for appeal. The Court, however, held that the writings between the parties did not evidence an agreement as required by the Uniform Commercial Code but at most evidenced an offer by defendant. Plaintiff's handwritten alterations on the typewritten proposal and purchase order could constitute a counteroffer but not an acceptance. Thus, although the writings evidenced negotiations had occurred, they did not evidence a contract. Thus, the statute of frauds barred enforcement of an alleged oral contract.