Scoular Co. v. Denney

151 P.3d 615 · Colorado Court of Appeals · 2006

Facts

A grain farmer, Denney, orally offered to sell 15,000 bushels of millet to Scoular Company. Scoular, relying on the offer, sold the millet to a third party and later sent Denney a written purchase contract, which Denney never signed. When the market price for millet trebled, Denney sold his crop elsewhere, leading Scoular to sue for breach of contract.

Issue

Did Denney's oral offer create an enforceable contract, and did Scoular's subsequent sale of millet to a third party or a later phone conversation constitute acceptance of that offer under the UCC, making the contract enforceable despite the Statute of Frauds?

Holding

The court reversed and remanded, holding that Denney's oral offer could form a valid contract, but Scoular's sale to a third party was not an acceptance. The case was remanded for the trial court to determine if acceptance occurred during a subsequent phone conversation, in which case the merchant exception to the Statute of Frauds would apply.

Rule

Under the UCC, an oral offer can form a valid, though revocable, contract, as § 4-2-205 only addresses irrevocability for written firm offers. Acceptance requires an unambiguous expression of intent, and a seller's contract with a third party based on an offer to buy from a farmer does not constitute acceptance of that offer. The merchant exception to the Statute of Frauds (§ 4-2-201(2)) can make an oral contract enforceable if a written confirmation is sent and not objected to within ten days.

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Case brief last reviewed 2026-04-18. Prepared by CaseReader from the published opinion.