General Trading International, Inc. v. Wal-Mart Stores, Inc.
United States Court of Appeals for the Eighth Circuit
320 F.3d 831 (2003)
Wal-Mart (defendant) agreed to buy 250,000 grapevine reindeer from GTI (plaintiff), but after discovering many were defective and cancelling further deliveries, the parties initially agreed Wal-Mart would withhold $400,000 to cover customer returns; separately, Wal-Mart later marked down the reindeer's retail price due to low sales. A Wal-Mart representative then emailed GTI on September 30 stating, "I'm going to change the reserve on the account to $600,000," receiving no response, and months later, when GTI complained about overdue payments, Wal-Mart claimed the parties had both agreed to the full $600,000 hold covering both returns and markdowns -- a claim GTI promptly disputed before suing for breach of contract. GTI moved for partial summary judgment arguing the UCC statute of frauds barred Wal-Mart's claimed $600,000 modification, the trial court agreed, and Wal-Mart appealed.
Whether writings showing only a tentative agreement or negotiations constitute confirmatory writings for purposes of the Uniform Commercial Code's merchant exception to the statute of frauds.