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BRIEF: Lefkowitz v. Great Minneapolis Surplus Store – Case 10-2
ISSUE: Did the Great Minneapolis Surplus Store advertisement constitute a valid
offer, and if so, did the plaintiff’s actions show an acceptance?
FACTS: On two separate Saturdays following the publication of ads for a store, a
man went to the store and presented himself at the appropriate counter to buy a coat
and stole that were advertised. He indicated his readiness to pay the sale price of $ 1.
On both occasions, the store refused to sell the merchandise to the man, stating on the
first occasion that by a “house rule” the offer was intended for women only and sales
would not be made to men, and on the second visit that the knew the store’s house
rules. Damages were awarded to the man for breach of contract. The case was
appealed to the Supreme Court of Minnesota.
RULE: Advertisements are generally not considered to be offers. However, where the
offer is clear, definite, and explicit, and leaves nothing open for negotiation, it
constitutes an offer, acceptance of which will complete the contract.
CONCLUSION:
The Court determined that the offer by defendant of the sale of the item was clear,
definite, and explicit, and left nothing open for negotiation. The man, having
successfully managed to comply with the terms of the advertisement, and having
offered the stated purchase price of the article, was entitled to performance on the part
of the store. The court here agreed with the trial court’s holding that the conduct of the
parties created sufficient mutuality of obligation to constitute a contract of sale.
In this case,
and found that the alleged oral contract could not, by its
terms, be completed within a year. In Burton, the plaintiff ther proceedings consis
CASE
15-3
Specially Manufactured Goods
KALAS v. COOK
Appellate Court of Connecticut, 2002
70 Conn.App. 477, 800 A.2d 553, 47 UCC Rep.Serv.2d 1307
Peters, J.
Pursuant to a long-standing oral agreement, a print shop
manufactured and delivered written materials designed by
the buyer for the buyer’s use and sale. After the buyer’s
death, the executor of her estate refused to pay for the last
deliveries of these materials to the buyer. The principal issue
in this appeal is whether the statute of frauds, as codified in
the Uniform Commercial Code, [citation], bars enforcement
of the oral agreement.
[W]e agree with the [trial] court’s
conclusion that, under the circumstances of this case, the
seller is entitled to be paid.
***
The plaintiff, Barbara H. Kalas, owner of the print shop,
filed a complaint against the defendant, Edward W. Cook,
executor of the estate of the buyer, Adelma G. Simmons. The
plaintiff alleged that the defendant, in breach of the obliga-
tions contained in an oral contract with Simmons for the sale
of goods, had refused to pay for goods delivered to her. The
defendant denied these allegations and interposed a number
of special defenses, including a defense under the statute of
frauds. ***
The trial court held that the transaction between the plaintiff
and the deceased was a sale of goods as that term is defined in
on
*** Accord-
[UCC] $2-105. That determination has not been challenged
appeal. As a contract for the sale of goods, its enforcement was
not precluded by the statute of frauds provision.
ingly, the court rendered a judgment in favor of the plaintiff in
the amount of $24,599.38. The defendant has appealed.
The facts found by the trial court, which are currently
uncontested, establish the background for the court’s judg-
ment. The plaintiff, doing business as Clinton Press of
Tolland, operated a printing press and, for several decades,
provided written materials, including books and pamphlets
for Simmons. Simmons ordered these materials for use and
sale at her farm, known as Caprilands Herb Farm (Capri-
lands). The defendant has not suggested that these materials
could have been sold on the open market.
Due to limited space at Caprilands, the plaintiff and
Simmons agreed that the written materials would remain
stored at the plaintiff’s print shop until Simmons decided
that delivery was necessary. The materials were delivered
either routinely, based on Simmons’ ordinary need for mate-
delivery, the plaintiff sent an invoice requesting payment by
rials, or upon her request for a special delivery. After each
Simmons. These invoices were honored.CHAPTER 15 CONTRACTS IN WRITING
In 1991, the town of Tolland acquired the land on which
the plaintiff resided. In early 1997, the plaintiff was notified
that she would have to vacate the property by the end of that
calendar year. Upon receiving that notice, the plaintiff
decided to close her business. The plaintiff and Simmons
agreed that the materials printed for Caprilands and stored
at the plaintiff’s print shop would be delivered on an acceler-
ated basis. ***
On December 3, 1997, after several months of deteriora-
tion of her physical health, Simmons died.
* The plaintiff
submitted a claim against the estate for $24,599.38 for
unpaid deliveries to Caprilands. These deliveries took place
from February 12, 1997 to December 11, 1997, with the last
two deliveries occurring after Simmons’ death.
***
On appeal, the defendant argues that the oral contract
was invalid *** because a writing was required by [UCC]
§2-201. This argument is unpersuasive.
*
* * * Contracts for the sale of goods
[UCC] §2-201. [Citations.]
***
are governed by
Under [UCC] $2-201, oral agreements for the sale of
goods at a price of $500 or more are presumptively unen-
forceable. [Citations.] The applicable provisions in this case,
however, are other subsections of [UCC] $2-201.
Under [UCC] $2-201 (3) (a), an oral contract for the sale
of goods is enforceable if the goods in question are “specially
manufactured.” In determining whether the specially manu-
factured goods exception applies, courts generally apply a
four part standard: “(1) the goods must be specially made for
the buyer; (2) the goods must be unsuitable for sale to others
in the ordinary course of the seller’s business; (3) the seller
must have substantially begun to have manufactured the
301
goods or to have a commitment for their procurement; and
(4) the manufacture or commitment must have been com-
goods are for the buyer and prior to the seller’s receipt of
menced under circumstances reasonably indicating that the
notification of contractual repudiation.” [Citation.] In apply-
ing this standard, “courts have traditionally looked to the
goods themselves. The term ‘specially manufactured,’ there-
fore, refers to the nature of the particular goods in question
and not to whether the goods were made in an unusual, as
opposed to the regular, business operation or manufacturing
process of the seller.” [Citations.]
Printed material, particularly that, as in this case, names
the buyer, has been deemed by both state and federal courts
to fall within the exception set out for specially manufactured
goods. [Citations.]
It is inherent in the court’s findings that the printed
materials in the present case were specially manufactured
goods. The materials were printed specifically for Capri-
lands. The materials included brochures and labels with the
Caprilands name, as well as books that were written and
designed by Simmons. The plaintiff testified that the books
were printed, as Simmons had requested, in a rustic style
with typed inserts and hand-drawn pictures. Therefore,
none of these materials was suitable for sale to others. It
is undisputed that, at the time of breach of the alleged
contract, goods printed for Simmons already had been
produced.
We conclude that, in light of the nature of the goods at
issue * * * this case falls within the exception for specially
manufactured goods. To be enforceable, the agreement for
their production was, therefore, not required to be in writing
under [UCC] $2-201 (3) (a). Accordingly, we affirm the
judgment of the court.
*** [Citations.]318
CONTRACTS
CASE
16-1
Joiner, J.
CASES
Rights That Are Not Assignable: Personal Rights
IN RE MAGNESS
United States Court of Appeals, Sixth Circuit, 1992
972 F.2d 689
[The Dayton Country Club Company (the Club) offers full golfing members.
many social activities to its members. The privilege to play
procedure that in due course they, in turn, would become
If the trustee is permitted to assume and assign the full
ship category for which additional fees are charged. The agreement with the persons on the waiting list, each of
golf at the Club, however, is reserved to a special member- golf membership, the club would be required to breach its
Club chooses golfing memberships from a waiting list of whom has contractual rights with the club. It would require
the club to accept performance from and render performance
members according to detailed rules, regulations, and pro-
cedures. Magness and Redman were golfing members of the
Club. Upon their filing for bankruptcy, their trustee sought
to assign by sale their golf rights to (1) other members on
to a person other than the debtor.
The contracts creating the complex relationships among
the waiting list, (2) other members not on the waiting list, the parties and others are not in any way commercial. They
or (3) the general public, provided the purchaser first
acquired membership in the Club. The bankruptcy court golf, who are waiting to play golf, who eat together, swim
and play together. They are personal contracts and Ohio
found that the Club’s rules governing golf membership were
estate could not assign rights contained in the membership
agreement. On appeal to the district court, the bankruptcy
[Citation.]
essentially anti-assignment provisions, and therefore, the law does not permit the assignment of personal contracts.
So-called personal contracts, or contracts in which the
personality of one of the parties is material, are not assigna-
ble. Whether the personality of one or both parties is mate-
rial depends on the intention of the parties, as shown by the
language which they have used, and upon the nature of the
court’s ruling was affirmed. The district court added that
this case was not a lease, but rather a “non-commercial
dispute over the possession of a valuable membership in a
recreational and social club.”]
***
***
[T]he contracts involve complex issues and multiple
parties: the members of the club, in having an orderly pro-
cedure for the selection of full golfing members; the club
itself, in demonstrating to all who would become members
that there is a predictable and orderly method of filling
vacancies in the golfing roster; and more particularly, per-
sons on the waiting list who have deposited substantial
sums of money based on an expectation and a developed
contract.
Therefore, we believe that the trustee’s motion to assign
the full golf membership should be denied. We reach this
conclusion because the arrangements for filling vacancies
proscribe assignment, the club did not consent to the assign-
ment and sale, and applicable law excuses the club from
accepting performance from or rendering performance to a
person other than the debtor.
