Segal Wholesale, Inc. v. United Drug Service

933 A.2d 780 (2007)

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Nature of the Case

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Facts

D is a tobacco wholesaler that owns several retail stores in northern Virginia where it sells tobacco goods. P is a convenience store wholesaler that sold tobacco goods to D for approximately two years. P filed a breach of contract claim against D, alleging that D had failed to render payment on the final shipment of goods. In turn, D filed a counterclaim against P, alleging that P had overcharged it for the goods in breach of an oral agreement between the parties. The parties do not dispute that they agreed on a price for the goods, but the details of that agreement form the basis of this controversy. D claims that it agreed to purchase goods for a sale price that was two cents below the competition's best price. P acknowledges that agreement, but claims that price only pertained to the initial shipment of goods and did not extend through the duration of the sales relationship. D's owner claimed that they reached an agreement regarding the sale price of the goods during this conversation as well, the terms of which correspond somewhat with D's version of the price agreement at the June 2000 meeting between the representatives. At trial, however, P's CEO was never questioned about the agreement and essentially denied having made or approved of any such deal. During the two years, D's representatives would place weekly orders for goods, and P would process and deliver those orders to the northern Virginia stores. Eventually, D was solicited by another tobacco wholesaler and was offered a sale price that was, by its account, much lower than what it had been paying P for the same goods. After some communication between the parties regarding the sale price, D ceased doing business with P and refused to pay for the final shipment of goods. P sued D. D put on evidence to show that the parties had, at their initial meeting, agreed upon a set sale price and that P had deviated from that agreement by overcharging it during the two years the parties had done business. D claimed damages in the amount that it asserted it had paid in excess of the agreed-upon price. The jury returned a verdict in favor of P, awarding it the amount due for the final shipment of goods plus attorney’s fees and interest. The jury deadlocked, on D's counterclaim, and the trial court declared a mistrial on that claim. The trial court issued a written order entering judgment as a matter of law on D's counterclaim. D appealed the dismissal of its claim. P argues that the judgment as a matter of law should be affirmed based on the same grounds it argued in the trial court, namely, that the claim is barred by the statute of frauds and the parol evidence rule.