Business Law 11th Edition by Kenneth Clarkson,Roger LeRoy Miller,Gaylord Jentz,Frank Cross

تمرين 19

School-Link Technologies, Inc. v. Applied Resources, Inc.
United States District Court, District of Kansas, 2007. 471 F.Supp.2d 1101.
• Background and Facts Applied Resources, Inc. (ARI), makes computer hardware for point-ofsale systems-kiosks consisting of computers encased in chassis on which card readers or other payment devices are mounted. School-Link Technologies, Inc. (SLT), sells food-service technology to schools. In August 2003, the New York City Department of Education (NYCDOE) asked SLT to propose a cafeteria payment system that included kiosks. SLT asked ARI to participate in a pilot project, orally promising ARI that it would be the exclusive supplier of as many as 1,500 kiosks if the NYCDOE awarded the contract to SLT. ARI agreed. SLT intended to cut ARI out of the deal, however, and told the NYCDOE that SLT would be making its own kiosks. Meanwhile, SLT paid ARI in advance for a certain number of goods but insisted on onerous terms for a written contract to which ARI would not agree. ARI suspended production of the prepaid items and refused to refund more than $55,000 that SLT had paid. SLT filed a suit in a federal district court against ARI. ARI responded with, among other things, a counterclaim for breach of contract, asserting that SLT failed to use ARI as an exclusive supplier as promised. ARI sought the expenses it incurred for the pilot project and the amount of profit that it would have realized on the entire deal. SLT filed a motion for summary judgment on this claim.
JOHN W. LUNGSTRUM, United States District Judge.
* * * *
SLT raises several arguments as to why it is entitled to summary judgment on ARI's breach of * * * contract claim. SLT relies, first, on the statute of frauds. Contracts for the sale of goods over $500 generally must be in writing and must be signed by the party against whom enforcement is sought. Because the NYCDOE contract undisputedly involved the sale of goods in excess of $500, the parties' oral contract that ARI would be the exclusive supplier of kiosks for the project is not enforceable in the absence of an applicable exception to this general rule.
ARI contends that the statute of frauds does not apply with respect to goods which have been received and accepted * * *. [Under] one of the exceptions to the statute of frauds * * * a contract which would otherwise be unenforceable for lack of a writing but which is valid in other respects is enforceable * * * with respect to goods for which payment has been made and accepted or which have been received and accepted. This exception allows partial performance to serve as a substitute for the required writing, but only for goods which have been received and accepted or for which payment has been made and accepted. Here, the goods which arguably fall within that definition are those supplied by ARI for the pilot project with the NYCDOE because those goods were received and accepted by SLT. Consequently, SLT's motion for summary judgment based on the statute of frauds is denied with respect to those goods.
SLT's motion based on the statute of frauds is granted, however, with respect to ARI's claim that it was to be the exclusive supplier for 1,500 kiosks for the NYCDOE project.* * * The non-pilot program kiosks do not fall within the ambit [realm] of [the partial performance exception to the Statute of Frauds] because those goods were not received and accepted, nor was payment made and accepted for them. ARI has not directed the court's attention to any other evidence which demonstrates a genuine issue of material fact with respect to any other statute of frauds exception.
Accordingly, the court's analysis of ARI's breach of oral contract claim is narrowed to the goods ARI supplied for SLT's pilot project with the NYCDOE, as the remaining aspect of that claim is barred by the statute of frauds.
• Decision and Remedy The court denied SLT's motion for summary judgment on ARI's counterclaim for breach of contract "with respect to goods which SLT already received and accepted, [that is,] the goods for the pilot program with the NYCDOE." Under the partial performance exception to the Statute of Frauds, an oral contract for a sale of goods that would otherwise be unenforceable for the lack of a writing is enforceable to the extent that the seller delivers the goods and the buyer accepts them.
• The Ethical Dimension Are there additional theories on which ARI's request for relief could be based in this case What common thread underlies these theories
• The Legal Environment Dimension Could ARI have successfully asserted a claim against SLT based on fraudulent misrepresentation Explain.