425 S.W.3d 875
Ark. Ct. App.2013Background
- Gardner ordered an eight-foot shaving mill from B & C Shavings (B & C) for $86,200, with a 30% down payment of $25,860 and a balance due before shipment of $60,340; Gardner wired $25,920 on July 14, 2009.
- In August 2009 Gardner learned poultry plants were not purchasing; he asked B & C to halt production.
- On September 10, 2009 B & C demanded the balance and warned that Gardner would forfeit the down payment if not paid within ten days; Gardner later asked for partial refund of the down payment in a September 14, 2009 letter.
- B & C completed and sold the machine to another company in November 2009 for $86,500; Gardner did not receive a refund of his down payment.
- Gardner sued for unjust enrichment, breach of contract, and statutory restitution; the circuit court found no contract due to an allegedly missing term and awarded Gardner $15,454 on unjust enrichment after offsetting $10,406 in modifications.
- On appeal, the court held there was a valid contract, Gardner breached, and damages were properly calculated under UCC remedies, affirming the damages.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was there a valid contract for sale of goods? | Gardner contends the quote and course of dealings formed a contract; down payment terms implied refund upon sale. | B & C argues no contract due to lack of a signed writing containing all essential terms; misses statute of frauds. | Yes; contract existed; terms reasonably certain despite missing written refund term. |
| If contract existed, did Gardner breach and what damages are proper? | Gardner seeks return of his down payment as damages for breach and unjust enrichment. | B & C contends remedies arise from breach and resale/damages under UCC rather than refund. | Gardner breached; damages awarded under UCC resale framework with incidental costs; award of $15,454 affirmed. |
Key Cases Cited
- DaimlerChrysler Corp. v. Smelser, 375 Ark. 216 (2008) (two essential contract elements and meeting of minds)
- Grisanti v. Zanone, 336 S.W.3d 886 (Ark. App. 2010) (contract terms must be sufficiently certain)
- Benefit Bank v. Rogers, 424 S.W.3d 812 (2012 Ark. 419) (standard of review for bench trial findings)
- McQuillan v. Mercedes-Benz Credit Corp., 961 S.W.2d 729 (Ark. 1998) (review of contract formation issues)
- Price v. Willbanks, 374 S.W.3d 28 (Ark. App. 2009) (disputed terms and meeting of minds in contract)
- City of Marion v. City of West Memphis, 423 S.W.3d 594 (Ark. 2012) (affirming result even with different reasoning)
- Buckeye Retirement Co., LLC. v. Walter, 404 S.W.3d 173 (Ark. App. 2012) (affirming result on appeal)