> So in short, what we have is an uncontested pattern of entering into what both parties knew and accepted to be valid and binding deferred delivery purchase contracts on a number of occasions. It is important to note that each time Kent added to the offered contract “Please confirm terms of durum contract” and Chris did so by succinctly texting “looks good”, “ok” or “yup”. The parties clearly understood these curt words were meant to be confirmation of the contract and not a mere acknowledgement of the receipt of the contract by Chris. There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract.
The part I agree with is that giving a thumbs up too the specific request to “Please confirm terms of durum contract” is acceptance.
The part that doesn't sit well with me is the argument that past performance of delivery alone validates a contract.
I think I agree with the decision, but it is because the farmer affirmed agreement to the terms each time, not because making a delivery implies that existence of a contract.
There was a formal contract that was sent and the terms of that contract were held to after the farmer said "ok", and the farmer never denied that he intended to be held to the terms of the contract that he had been sent. It's pretty clear to me that everyone involved believed there was a contract in the prior cases.
I am highlighting a specific part of the judgement: how much delivering and receiving payment demonstrates contract agreement in a vacuum.
Delivery is evidence that "yups" signified contractual agreement. Delivery absence the "yups" should not be construed as evidence of contractual agreement, at least the full terms specified.
Imagine a counterfactual without the "yups" but where Chris simply responded with "I will deliver the flax at that price".
>There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract.
To me this makes it sound like a pattern of behaving in accordance with one term in a contract can only be explained by agreement with the contract in its entirety.
But that's prerty clearly a contract. I agree to deliver goods in exchange for money, is still a binding contract even if you never sign anything.
So it may not be relevant for this case, but in general buying and selling without a contract saves you from having to pore through legal details.
This case seems to turn on weather any of these past contracts were actually binding, and maybe they were if there was a clear enough response.
However,if both parties have crappy business processes that run without signatures, I would think that disputed signatures would default to non binding.
>Had he insisted on a more formal process in prior negotiations with SWT, I doubt the judge would have granted summary judgement in this case (and SWT probably wouldn't have assumed the thumbs up was a signature).
Similarly, if SWT had insisted on signed contracts, there wouldn't be any question of if these terms were accepted.
It seems like there is at least some contribution here.