ReMapp International Corporation v. Comfort Keyboard Company, Inc.

ReMapp International Corporation (ReMapp) (plaintiff) manufactured circuit boards designed for individual customers’ particular needs. ReMapp had a business relationship with Comfort Keyboard Company, Inc. (Comfort) (defendant). Comfort would call ReMapp and indicate the parts it needed, and ReMapp would send a pro forma invoice. The payment terms were 50 percent after receipt of the pro forma order and 50 percent 30 days after receipt. Khalil Afifi, Comfort’s president, contacted Hal Edmonds, ReMapp’s president, and verbally ordered 1,000 USB boards and later 1,000 HUB boards, and subsequently increased both orders to 2,000. Afifi also asked Edmonds to purchase microprocessors for Comfort if ReMapp could buy them for under $6 each. Afifi gave Edmonds verbal authorization to buy 4,100 processors at $5.85 each. ReMapp provided Comfort with a pro forma invoice for the boards and a standard invoice for the microprocessors. Over the next four months, Edmonds and Afifi continued to communicate about the orders. Afifi did not send 50 percent payment after receiving the pro forma invoice but never told Edmonds not to proceed with manufacturing the boards. Edmonds requested payment and issued an invoice for the parts that had been manufactured. Afifi told Edmonds his investors wanted to use a different supplier. ReMapp sued Comfort for breach of contract. Entering judgment for ReMapp, the court found that three oral contracts existed between ReMapp and Comfort that fell within exceptions to the statute of frauds. Comfort appealed.