The Custom Prep Table Order
Copperfield Kitchen Co., a restaurant group, and Verity Metals, a fabricator, negotiated a deal for 400 custom stainless-steel prep tables at $950 each - $380,000 total. The signed one-page purchase order lists quantity and price but no delivery date; the parties orally agreed on delivery by March 1 in a separate phone call. Verity emailed on November 3: "Confirming - all 400 tables to you by March 1." Copperfield never replied. Relying on the deal, Verity spent $120,000 machining dies usable only for these tables and finished 150 of them. On January 20, Copperfield's CFO emailed: "Market changed. Cutting the order to 100 tables." Verity stopped work and demanded the full $380,000.
1. Copperfield says there is no enforceable contract because the writing it signed omits the March 1 delivery date. Evaluate.
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The argument fails on three independent grounds.
1. The signed PO satisfies UCC § 2-201(1). A writing is sufficient if it shows a sale of goods, is signed by the party charged, and states a quantity. Delivery terms are not required. The omitted date can be supplied by the parties' agreement or, failing that, by § 2-309(1)'s reasonable-time default. Under § 2-202 a consistent additional term is admissible unless the writing is a complete integration.
2. The November 3 email binds Copperfield under § 2-201(b). Between merchants, a written confirmation sufficient against the sender satisfies the Statute of Frauds against the recipient unless the recipient objects within 10 days of receiving it. Copperfield never responded, so the March 1 term is locked in.
3. § 2-201(3)(a) independently removes the deal from the Statute of Frauds. Goods specially manufactured for the buyer and not suitable for sale in the ordinary course, where the seller has made either a substantial beginning or commitments for their procurement, are enforceable without a writing. The $120,000 in dedicated dies is exactly that commitment.
Conclusion: the contract is enforceable, including the March 1 term.
2. Is the January 20 email a repudiation, and what are Verity's options? Be specific about what Verity should NOT do.
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Yes. A unilateral demand to cut the order by 75% is an anticipatory repudiation under § 2-610 - it substantially impairs the value of the contract to Verity. There is no modification: § 2-209(1) requires mutual assent, and Copperfield's email is a demand, not an offer Verity accepted.
Verity's options under § 2-610 are:
- Await performance for a commercially reasonable time (a season, not indefinitely), or
- Resort to a remedy under § 2-703 now - resale, damages, or cancellation - and in either case suspend its own performance.
What Verity should not do: keep tooling up for 400 tables without notice to Copperfield. Two duties constrain the flip side of mitigation. Under § 2-704(2) the seller may identify and complete goods in process only when it is reasonable in the circumstances; under § 2-704(2) and general mitigation principles, completing 250 more tables that can only be resold at a loss increases damages that the law will not shift to the buyer.
Practical step: send written notice to Copperfield under § 2-609 demanding adequate assurance of performance, preserving both the repudiation claim and the record for a lost-profits measure.
3. Verity finished 150 tables; market data shows comparable tables resell for $700 each. It claims the full $380,000 plus the $120,000 in dies. Evaluate the damages and advise on completing the remaining 250.
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The $380,000 demand overreaches. Under § 2-708(1) the measure is the difference between the unpaid contract price and the market price at the time and place of tender, plus incidental damages less expenses saved. On resale or market measure: ($950 − $700) × 150 = $37,500 on the finished units. The unearned $285,000 on the 100 tables Copperfield still wants and the 250 never made is not recoverable on that formula.
The dies. The $120,000 is recoverable - not as a separate add-on, but folded into the § 2-708(2) lost-profit measure, which allows reasonable overhead and costs reasonably incurred on goods the seller cannot resell. Custom dies fit that description precisely. Recovering it twice would be a windfall; double-check the claim does not stack § 2-708(1) and § 2-708(2).
Do not finish the 250. Each additional table sold at $700 against a $950 contract price deepens the loss. § 2-704(2) permits completion only when commercially reasonable. The better path is identification and a § 2-709(1)(b) price action only if resale is genuinely unavailable after reasonable effort.
Next step: pull Verity's cost records before anyone commits to a number - without the cost of goods sold, the lost-profit measure cannot be computed.