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Keywords

contractbreach of contractdamagesstatutetrialverdictmotioncorporationjury trial
contractdamagesstatutecorporationappellantappellee

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Migerobe, Inc. v. Certina USA, Inc., 924 F.2d 1330, 14 UCC Rep.Serv.2d 59

Facts

Certina USA, a watch manufacturer, and Migerobe Inc., a Mississippi corporation operating jewelry counters, entered into negotiations for the sale of watches in October 1987. Migerobe sought to purchase over 2,000 watches at a discounted price for a promotional event. Certina's salesman, Gerald Murff, communicated with Migerobe and confirmed the sale, but Certina later refused to ship the watches, leading Migerobe to sue for breach of contract after a jury trial resulted in a favorable verdict for Migerobe.

Appellant, Certina USA, is a watch manufacturer located in Lancaster, Pennsylvania. Appellee, Migerobe Inc., is a Mississippi corporation that owns and operates jewelry counters in McRae's department stores, which are located throughout the Southeast. This suit is based on the breach of an alleged oral contract that the two companies entered into in October 1987.

Issue

Did Certina USA breach an oral contract with Migerobe Inc. for the sale of watches, and were the damages awarded to Migerobe justified?

Did Certina USA breach an oral contract with Migerobe Inc. for the sale of watches, and were the damages awarded to Migerobe justified?

Rule

A writing must meet three requirements to satisfy the statute of frauds: it must indicate that a contract for sale has been made, be signed by the party against whom enforcement is sought, and specify a quantity. Additionally, the authority of an agent to contract on behalf of a principal can be actual, implied, or apparent.

A writing must meet three requirements to satisfy the statute of frauds: 1) the writing must be “sufficient to indicate that a contract for sale has been made between the parties,” 2) the writing must be “signed by the party against whom enforcement is sought,” and 3) the writing must specify a quantity.

Analysis

The court found that the combination of signed and unsigned documents constituted sufficient evidence of a contract that satisfied the statute of frauds. The jury was allowed to determine whether Murff had the authority to bind Certina in the contract, and the evidence supported the conclusion that Migerobe's losses from corollary sales were foreseeable as a result of Certina's breach.

Wolfe's memorandum shows that Murff was authorized to offer Migerobe a discounted price on Certina watches, and the Certina order form and the Westhaeffer memorandum evidence Migerobe's acceptance of that offer. Taken together, these documents provide sufficient evidence to satisfy the statute of frauds.

Conclusion

The appellate court affirmed the jury's verdict, concluding that Certina had breached the contract and that the damages awarded to Migerobe were justified based on the evidence presented.

For the foregoing reasons, we AFFIRM the jury's finding of a contractual breach by Certina as well as the jury's award of damages to Migerobe in the amount of $157,133.00.

Who won?

Migerobe Inc. prevailed in the case because the jury found sufficient evidence of breach and justified damages based on the foreseeable losses resulting from Certina's refusal to fulfill the order.

Migerobe did not present evidence showing the percentage increase in corollary sales for the years 1984, 1985 and 1986. During those years, Migerobe apparently advertised several items, but it did not retain records that would allow it to distinguish between the sales of advertised items and the sales of non-advertised items.

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