Plaintiff buyer, a fruit company, challenged the order of the Superior Court of Placer County (California), which pursuant to a jury verdict denied judgment to the buyer on its breach of contract claim, awarded judgment to defendant seller, a fruit grower, on its counter-claim of breach of contract, and denied the buyer’s motion for judgment notwithstanding the verdict.
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Overview
Following assignment to the buyer, the buyer and the seller had a written contract for part of the seller’s crop. The buyer’s agent approached the seller and made an oral agreement to purchase the seller’s entire crop. The seller shipped its entire crop to the buyer for two years. The parties disputed the terms of compensation. The buyer filed suit for breach of contract and the seller counter-claimed. The trial court awarded judgment to the seller on the counter-claim for breach of contract. The buyer appealed. The court affirmed. The buyer’s agent had apparent authority to enter into the oral agreement, which the buyer had ratified by acceptance of the shipments for two years. The oral agreement replaced the written contract entirely. Therefore, the buyer’s action to enforce the written contract was properly rejected. The oral agreement was supported by sufficient evidence because the buyer had acted in accordance with its terms for two years, and the statute of frauds had not voided the agreement. The written statement delivered to the seller by the buyer and signed by the buyer after the sales in the first year constituted at least an acknowledgement of the agreement.
Outcome
The court affirmed the trial court’s award of judgment to the seller for the buyer’s breach of contract.
