Bretz v. Portland General Electric Co

882 F.2d 411 (9th Cir. 1989)

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Nature of the Case

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Facts

Bretz (P) wrote to PGE (D) to purchase Beartooth stock for $2 million. The letter contained a detailed and elaborate procedure for PGE’s acceptance and completion of the transaction. PGE replied by sending a revised version of the letter and a request that Bretz submit the letter as an offer so PGE’s board could consider it. PGE’s letter included a statement that the terms of its letter had not been discussed with company management and that they may request other or different terms. Bretz replied and incorporated the suggestions in his next letter of August 10^th. PGE replied on August 23^rd with a counteroffer of $2.75 million, and any warranties would be based on the information available to PGE. Bretz wrote another letter on August 29^th, captioned it Acceptance of Offer, and wrote that his company accepts PGE’s counteroffer. Under the impression that he had a deal, Bretz executed an agreement with a third party for the sale of coal from the Beartooth property. Eventually, on September 7^th, Bretz got notice from PGE that there was no contract for the purchase. Bretz (P) sued for $25 million in damages. PGE (D) filed for summary judgment based on the statute of frauds. The magistrate agreed with D and held that parol evidence could not be used to bring the writing into compliance. P appealed; the August 23^rd letter with prior conversations and correspondence was a counteroffer, which P accepted.