Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented by course of dealing or usage of trade or by course of performance; and by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
Plaintiff corporation filed an action against defendant corporation for breach of contract. The district court found that a contract for the purchase of barge scrap steel existed between plaintiff and defendant and that plaintiff was damaged as a consequence of defendant's failure to deliver.
Was there a breach of contract on the part of the defendant?
The court affirmed the finding that there was a contract between the parties in plaintiff corporation's breach of contract action because a jury could have readily found that a contract existed between the parties. The court stated that undisputed testimony at trial established that the parties agreed to the terms, both before and after plaintiff's writing was sent. The court also stated that in light of plaintiff's acceptance of the terms stated in defendant's writing, the court agreed with the district court's conclusion that defendant's sales confirmation brought U.C.C. § 2-202 into play to bar a witness's testimony. Next, the court stated that a term relieving defendant of its obligations under the contract in the event its supplier failed it would have been included in its sales confirmation. Lastly, the court stated that defendant failed to introduce evidence sufficient to justify a jury instruction on commercial impracticability.