Cargill, Inc. v. Gaard

Citations: 267 N.W.2d 22; 84 Wis. 2d 138; 24 U.C.C. Rep. Serv. (West) 546; 1978 Wisc. LEXIS 1077Docket: 75-575

Court: Wisconsin Supreme Court; June 30, 1978; Wisconsin; State Supreme Court

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The Supreme Court of Wisconsin affirmed the trial court's judgment favoring Cargill, Inc. against Gaard Elevator Company regarding an oral contract for the future delivery of soybeans. The court determined that Gaard qualified as a "merchant" under sec. 402.104(1) of the Wisconsin Statutes, which meant that the statutory requirement for a written contract was relaxed. Cargill's agent established that an oral agreement was made on January 22, 1973, for the delivery of 1,350 bushels of soybeans at a price of $4.54¼ per bushel. Following this, a written confirmation was sent to Gaard, who did not object within the ten-day period stipulated by the Uniform Commercial Code. 

Despite Gaard's denial of the existence of the oral contract and his claim that he was not a merchant, the trial court found the facts supporting Cargill's position compelling. The evidence indicated that the Gaards operated as bonded grain dealers, further solidifying their status as merchants. The significant price increase of soybeans by May 31, 1973, attributed to external market factors, underscored the case's urgency, as Gaard had indicated he would not fulfill the contract. The court concluded that the findings of fact were consistent with the evidence, leading to the affirmation of the trial court's ruling.

Gaard displayed signage identifying himself as a grain dealer and marked his truck as "Bob Gaard Elevator." Despite this, he claimed he did not represent himself as a grain dealer and had never engaged in the futures market before. His testimony indicated that he bought grain for resale and had sold soybeans to major companies like Cargill in 1973. He also distributed a calendar advertising himself as a grain dealer. The appeal argues that Gaard was merely a farmer, primarily selling his own crops, but he acknowledged that his cited cases involved farmers selling only their own products, unlike his situation of reselling others' crops.

The statute defines a merchant as someone who deals in goods or holds themselves out as having particular knowledge or skills in a related field. The trial court found that the Gaards' actions led others to believe they possessed expertise in grain dealing, supported by their self-identification and advertising as grain dealers, along with their business practices of buying and reselling crops.

The trial court’s conclusion that the Gaards were merchants was upheld as consistent with the evidence. The appeal also examined whether an oral agreement existed between Gaard and Cargill, alongside the sending of a written confirmation. Testimony from Cargill's agent supported the existence of an oral agreement made on January 22, 1973, for soybean delivery in May, and confirmed that a written confirmation was mailed and later seen in Gaard's possession. Gaard contested the existence of the oral contract and claimed he did not receive the confirmation.

Despite conflicting evidence, the trial court found sufficient grounds to confirm that an oral contract was made and subsequently documented. The appellate court supported the trial court’s findings, stating that they were not against the great weight of the evidence and that the trial judge's determinations must be accepted. Consequently, Gaard, as a merchant, entered into an oral contract with Cargill, which was confirmed without objection from him.

Gaard is held liable to Cargill for breaching a contract. The judgment has been affirmed by the Court. Gaard, operating as Gaard Elevator Co. with his wife, Beverly Ione, is identified as the defendant in this matter. Under the statute of frauds (402.201), a contract for the sale of goods priced at $500 or more must be in writing and signed by the party against whom enforcement is sought, or their authorized agent. A written contract is not deemed insufficient if it inaccurately states a term, but it is enforceable only up to the quantity of goods specified in the writing. Additionally, if a merchant receives a written confirmation of the contract within a reasonable time and does not object within 10 days, it satisfies the enforceability requirements against that party.