ContractsStatute of FraudsUCCPromissory EstoppelUCC 2-201UCC 1-103promissory estoppelstatute of frauds
Facts
B & W Glass sought a price quotation from Weather Shield for windows to be used in a federal courthouse project. Weather Shield's salesman orally quoted a price of $101,725, and B & W relied on that quote in submitting its bid to the general contractor. After B & W received the job and later sought performance, Weather Shield ultimately said it could not produce the windows. B & W then bought replacement windows from another manufacturer at a much higher cost, and no writing satisfied UCC § 2-201.
Issue
Under Wyoming law, may promissory estoppel be invoked to enforce an oral promise for the sale of goods that would otherwise be unenforceable under Wyo. Stat. § 34.1-2-201? More specifically, does UCC § 1-103 allow promissory estoppel to supplement § 2-201 rather than being displaced by it?
Rule
In Wyoming, promissory estoppel can justify enforcement of an oral promise otherwise within the UCC statute of frauds, Wyo. Stat. § 34.1-2-201, because § 1-103 supplements the Code with principles of law and equity unless displaced. Supplemental equitable principles survive unless it is shown that the principle is explicitly displaced by the statute's plain language, the specific objectives of the section would be served only by displacement, the general objectives of the UCC are best furthered by displacement, or the legislative history plainly indicates displacement.
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In Cheyenne, Nora Patel, purchasing manager for High Plains Millwork, orally promised to sell 900 custom skylight units to Summit Build Partners for $180,000. Knowing Summit had to submit a same-day bid on a school project, Nora said the quoted price would cover the specified units, and Summit relied on it in winning the job. No signed writing exists, and High Plains later refused to supply the units.
Under Wyoming law as stated by the majority opinion, which is the best analysis of Summit's attempt to enforce the oral promise?
Explanation. The majority held that, in Wyoming, promissory estoppel may supplement UCC § 2-201 through § 1-103 and can justify enforcement of an oral promise for the sale of goods otherwise within the statute of frauds. But the claimant must still establish promissory estoppel with strict proof: a clear and definite agreement, reasonable detrimental reliance, and equities supporting enforcement. The court rejected the view that § 2-201's statutory exceptions are exclusive and also distinguished promissory estoppel from equitable estoppel, which requires misrepresentation. (Derived from B & W Glass, Inc. v. Weather Shield Mfg., Inc. (n.d.).)