Scoular Company v. Denney

Denney (defendant) is a grain farmer. Scoular Company (Scoular) is a buyer and reseller of grain. Denney and Scoular have had several previous dealings with each other for the buying and selling of grain. On May 30, 2002, Dennsy and Scoular discussed a forward contract where Denney would sell Scoular 15,000 bushels of millet. Denney requested a price of $5 per hundredweight of product. Scoular said that that price was unavailable, but that he would work on it. Four days later, Scoular found a third party willing to pay for millet at a price that would allow Denney to earn his desired $5 per hundredweight of millet. Scoular, relying on Denney’s offer, sold the grain to the third party. Scoular reached Denney on June 27, 2002 and informed him of the sale. Scoular mailed Denney a written and signed purchase agreement. Denney did not check his mail, and thus never signed or returned the purchase contract. When Denney’s millet was harvested in fall 2002, Denney sold his millet not to Scoular, but to a different grain company. Scoular brought suit in Colorado state court against Denney for breach of contract, promissory estoppel, and unjust enrichment. Denney counterclaimed for damages arising from Scoular’s alleged conversion of Denney’s wheat placed in Scoular’s storage unit. The trial court found that Denney breached an enforceable contract with Scoular and that Scoular was entitled to damages. The trial court also found Scoular liable to Denney for conversion. The trial court entered a $77,484.56 judgment in favor of Scoular, and Denney appealed. On appeal, Denney argues that he cannot be bound to a contract based only on his oral offer to sell millet to Scoular, that Scoular’s contracting to sell millet to a third party did not constitute acceptance of Denney’s offer, and that if a contract was entered into, it was not enforceable because it was not in writing and signed by both parties.