DF Activities Corp. v. Brown Plaintiff - DF Defendant - Brown District judge granted the motion to dismiss. Defendant


Procedural History: appeals.

Facts: Brown owned a one-of-a-kind chair designed by Wright. DF, a passionate enthusiast for the work of Wright, wanted to purchase the chair from Brown, to add to its art collection. DF alleges that on Nov 26, an oral contract was created for the purchase of the chair by DF for $60k. On Dec 3, plaintiff sent brown a letter confirming their agreement, and later sent a check for half the payment ($30k). 2 weeks later Brown returned the letter and the check with a note saying the chair was no longer available for sale to DF. Brown later sold the chair for $198k. Brown moved to dismiss the suit based on UCC 2-201, the statute of frauds, that requires a contract to be in writing for goods for the price of more than $500. Brown also denied the conversation on Nov 26, when the contract was allegedly made. Df appeals, saying that although the price of the chair was over $500, and therefore the statute of frauds applies, the (alleged) oral contract made on nov 26 may be within the statutory exception for cases where "the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made." Also, Brown's handwritten note (when she returned the letter and check) is sufficient acknowledgement of a contract to bring the case within the 2-201 (b) exemption. The note said: "Since I did not hear from you until December and I spoke with you until the middle of November, I have made other arrangements for the chair. It is no longer available for sale to you." Plaintiff argued that the dismissal was improper since plaintiff had not had an opportunity to depose defendant. Issue: Although Brown denied ever creating a contract, can DF persist with trial and discovery, or should the case be dismissed? Holding: The court affirmed the dismissal of plaintiff's suit against defendant since the statute of frauds in the Uniform Commercial Code barred the suit because the contract was oral and over $ 500.00. Reasoning: The court found that plaintiff in a suit involving a contract covered by the statute of frauds should not be allowed to resist a motion to dismiss, backed by an affidavit that defendant denied the contract was made, by arguing that his changes of success might improve in discovery. The court ruled that once defendant denied the contract under oath, the exception to the statute of frauds found in UCC 2-201 was closed. Notes: Sworn affidavit that says no contract ever formed. Dissent - trial court abuses discretion by not allowing additional discovery. should be up to discretion of trial court, and court overextended their discretion. Because they are appeals court, they are not supposed to find the facts. It

But, judge polsner, felt the facts would not have turned out any different if a trial were granted. The defendant already swore that no contract formed, and very

unlikely she would commit herself to perjury by changing that statement.