Randy Rolek v Windy City Watches
Summary of facts:
Wally owns “Windy City Watches” in downtown Chicago, Illinois. He sells Rolek watches for $50 a piece which he purchases from Randy Rolek, a wholesaler in Milwaukee, Wisconsin. Business has been good and Wally needs to replenish his stock of Rolek watches. He calls Randy Rolek and offers to purchase 100 of them at $25.00 apiece for a total cost of $2500.00. Randy agreed to the sale and explains he is going to fax a written order for the sale of the watches which when Wally signs and sends back he will ship the watches. The order said “I Wally agree to purchase Rolek watches from Randy for $25 per watch” But Randy omitted the quantity of watches to be purchased. Wally signed the form and dropped it in the mail.
Randy received the signed form two days later and then shipped Wally 50 of the 100 watches with an invoice for the full amount of 100 watches totaling $2500, and a note saying ...view middle of the document...
If there is not a signed document re-enforcing an oral agreement then the contract may still be enforced by the goods being received and accepted. Randy and Wally had an oral agreement which Randy followed up with a written sales order that omitted the quantity of watches to be purchased. This sales order is evidence of a contract between the two merchants, however it did not contain the quality term of the quantity of watches, just the product and price. So as the contract cannot be enforced beyond the quantity of goods shipped and received, and as Randy did not specify the quantity of watches on the sales order that Wally signed does not void the contract but makes it unenforceable as far as the signed sales order is concerned; but It will be enforceable as far as the quantity shipped and received.
Issue 2: The UCC statute of frauds was satisfied by performance when randy sent over the watches:
2. §810ILCS 5/2-201 (3)(c) states that a contract is enforceable with respect to goods for which payment has been made and accepted or which have been received and accepted. Randy made a partial performance by shipping Wally 50 of the watches. This partial performance validates the contract under the goods received and accepted only. Even though Randy invoiced for the full 100 watches, as he only made a partial performance of 50 watches it is unlikely that the order of the full 100 watches will be enforced, however the 50 that Wally received and accepted will be valid acceptance and as Wally did not object he will be liable for the 50 watches received.
Randy and Wally have an enforceable contract under the statute of frauds as Randy made a partial performance. However, it will likely only be enforced for 50 of the 100 watches as that is the quantity received and accepted; the sales agreement did not state a quantity so is not fully enforceable. Therefore, the contract is enforceable for 50 watches due to Randy’s partial performance and Wally’s acceptance of the goods.