Lohman v. Wagner

862 A.2d 1042 (2004)

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Nature of the Case

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Facts

P operated a 'farrow to finish' pig-raising operation. In approximately December 1997, D was in the process of putting together a network of pork producers and buyers. P and D met numerous times and had a number of telephone conversations concerning P becoming a weaner pig producer. By January 1998, P decided he wanted to convert his farrow to finish operation into a weaner pig facility. P began the conversion process by selling his feeder pigs. In May or June 1998, P began selling weaner pigs to D even though Lohman had not yet remodeled his barn to accommodate an operation that was exclusively devoted to producing weaner pigs. In July 1998, P sought financing. P contacted D and asked D to give him a sample copy of a weaner pig purchase agreement that the pork network would be using. P told D that he was meeting with his banker the next day and needed something to show his banker. D found an old contract he had used before and put together a sample or a draft of a contract to be used in the future. D faxed it to P with several blank lines but D had signed it. The fax cover sheet said: 'Dear Charlie, I trust this will help you in securing financing as we had discussed.' D never intended it to be a contract. P filled in several blanks on the document. Without having any further communications with D, P inserted the quantity '300' as the approximate number of weaner pigs to be supplied weekly. P signed his copy of the agreement as 'Producer' and faxed a copy to his bank. He never sent D a copy of the agreement containing his handwritten alterations. P became a producer of weaner pigs in July 1998 and continued shipping weaner pigs to D at $28 per head as per the “purchase agreement.” In October 1998, D wanted a price decrease to $18 per head because of an extreme drop in market prices for pork. P continued selling pigs to D at $18 per head until March 1999, when P wound down his business. P filed a complaint alleging breach of contract and seeking damages. The trial court applied the UCC and held that the lack of an agreed-upon quantity term made the contract unenforceable. P appealed. P contends the agreement was a contract for the provision of services, not a contract for the sale of goods, and therefore, the UCC does not apply.