910 F.3d 1041
8th Cir.2018Background
- Cane Creek (Williams) submitted a bid and signed a "Grass Supplier Agreement" (GSA) to supply Meyer Zoysia sod for the Gary Player–designed course at Big Cedar Lodge; the GSA listed an estimated quantity and a unit price but described estimated quantities as non-guaranteed.
- Medalist used GSAs to "reserve" grasses and told Cane Creek "Don’t sell it to anyone else" while it awaited owner/agronomy approval; Medalist later obtained sod from Green Acre after owner Ozarks Golf (via agronomist Bohn) rejected Cane Creek’s sod for quality/contamination concerns.
- Cane Creek attempted to resell the reserved sod but could not sell all of it and sued Medalist for breach of contract and promissory estoppel; the district court granted summary judgment for Medalist.
- The parties agreed Missouri law and UCC Article 2 applied; the key factual disputes concern whether the GSA amounted to an exclusive requirements contract and whether Cane Creek tendered conforming goods.
- On summary judgment the court found a triable issue on whether the parties intended exclusivity but concluded Cane Creek could not show its sod conformed to the project-specific quality standard, so Medalist properly rejected it; promissory estoppel also failed because there was no injustice warranting that extraordinary remedy.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence/enforceability of a requirements contract (quantity/exclusivity) | GSA and surrounding conduct ("don’t sell it to anyone else", prior GSA use, single supplier selection) show an exclusive requirements contract | No binding exclusivity; no prior course of dealing to create exclusivity | Jury could find intent for exclusivity; contract existence not resolved as a matter of law |
| Whether goods tendered conformed to the contract | Cane Creek points to expert testimony, a Dept. of Agriculture inspection, and resale satisfaction to show sod quality | Medalist argues owner/agronomist rejected sod as nonconforming for the specific high-end project | Summary judgment for Medalist: Cane Creek cannot show its sod met the project-specific quality standard, so rejection was proper |
| Promissory estoppel as alternative remedy | Medalist’s assurances induced reliance; enforcement necessary to avoid injustice | There was an express contract (or at least a jury issue) and, in any event, no injustice because owner legitimately rejected the sod | Promissory estoppel fails: not an extreme case and no injustice shown; contract remedies control |
| Standard of review for summary judgment | (procedural) | (procedural) | De novo review; summary judgment appropriate where no genuine dispute of material fact |
Key Cases Cited
- Dick v. Dickinson State Univ., 826 F.3d 1054 (8th Cir.) (standard for de novo review of district court’s summary judgment)
- Keveney v. Mo. Military Acad., 304 S.W.3d 98 (Mo. banc) (elements of a breach of contract under Missouri law)
- Essco Geometric v. Harvard Indus., 46 F.3d 718 (8th Cir.) (exclusivity is essential to a requirements contract; UCC requirements-contract principles)
- Universal Power Sys., Inc. v. Godfather’s Pizza, Inc., 818 F.2d 667 (8th Cir.) (extrinsic evidence and course of dealing can demonstrate an oral requirements contract)
- Comput. Network, Ltd. v. Purcell Tire & Rubber Co., 747 S.W.2d 669 (Mo. Ct. App.) (UCC: contract may be enforceable despite missing terms if reasonably certain basis for remedy)
- LoRoad, LLC v. Glob. Expedition Vehicles, LLC, 787 F.3d 923 (8th Cir.) (application of UCC Article 2 to sale-of-goods disputes)