Computer Network, Ltd. v. Purcell Tire & Rubber Co.
747 S.W.2d 669 · Missouri Court of Appeals · 1988
Facts
Computer Network (seller) sued Purcell Tire (buyer) for breach of contract after Purcell refused to purchase the remaining 12 of 21 IBM personal computers specified in a signed letter. Purcell argued there was no definite contract, citing a lack of mutual assent and the letter's ambiguity, despite having accepted and paid for nine units. The trial court found a valid contract and awarded damages to Computer Network.
Issue
Was there a definite and enforceable contract for the sale of twenty-one personal computers, given the buyer's subjective intent not to purchase that many and claims of ambiguity in the written agreement? Did the trial court err in finding mutual assent based on the objective manifestation of the parties' actions and the signed letter?
Holding
The court affirmed the trial court's decision, holding that a definite and enforceable contract for the sale of twenty-one personal computers existed between the parties. It found that mutual assent was objectively manifested by the signed letter and subsequent conduct, despite the buyer's subjective intent.
Rule
Under the Uniform Commercial Code, a contract for the sale of goods is formed by the objective manifestation of assent, not subjective intent, and does not fail for indefiniteness if the parties intended to contract and there is a reasonably certain basis for a remedy. A party signing a document is charged with knowledge of its contents, and course of performance can indicate agreement.
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