COMMERCIAL LAW (UCC ARTICLE 2) ESSAY

TheDecCooperative("DecorDecCoop") Associationisacorporation thathas been inexistencesince 1953.It owns and operates a grain elevator and its principal businessisthepurchasing ofwheatandothergrainsfromareafarmers whichitmarketstolargerregionalelevators andgraindealers.Duringthefiscal yearendingMarch31,2011,DecCooppurchasedgrainfromabout500farmers and sold grain to four regional elevators.

Dechas a well established policy ofnever speculating on theprice ofgrain. Therefore, assoon asitpurchases grain from a farm orfarmers amounting toone traincarload orabout2,000 bushels,itplacesaphonecalltoaterminalelevator at thecooperative.Theprocedure is awell established and well-known method of handling and marketing grain in thecountry.DecCoop has ageneral manager andanassistantmanager torunitsdailyoperations, eachofwhomisauthorized to enter into sales contracts.

Urban is a resident ofthe county.He has been engaged inthewheat farming business for about 20years.Heowns about 2,000 acres of histotal farmed acreage of2320acres.About 1,200acresarebroken outandfarmable while the remaining acreage is unbroken and devoted topasture.Urban alsoowns acow herd.He isengaged solely inthe farming business, although hehas inthepast donesome custom harvesting ofwheat and other grains hehassold and other grains, which heraises, to theDec Coop and to other elevators in the area.

OnJuly26,2011,Urbanwasonhisway todosomecustom wheat harvesting.He placed twophone calls tothecooperative.On thefirstcallhe requestedtospeak totheassistant manager but was told hewas not available.Later that afternoon, Urbanplaced asecond call to thecooperativeofficeand did reach theassistant as a result ofhissecond call.TheDec Coop manager contends theparties entered intoan oral contract whereby Urban agreed tosell to the cooperative 10,000 bushels ofwheat at$2.86 perbushel, to bedelivered on or before September 30, 2011.Urban denies that any contract ofsalewas madeduring thisphone call and hehasnever admitted by pleading, testimony or other usethat asales agreement wasreached during thecall;thetotal cash value ofthewheat alleged to have been sold was $28,600.00.

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Duringthephoneconversationtherewasadiscussionofawrittenmemorandum

ofsaleto bepreparedandsent to Urban later.ItisDecCoop's practice to send a signed written confirmation ofsaletothe seller immediately after oral conversations, and DecCoop did in fact send such a confirmation.This confirmation was signed byDecCoop's assistant manager and was binding as againstDecCoop.Urbanreceivedtheconfirmationwithinareasonabletime,read it,and gave no written notice ofobjection to its contents.

Early inthe morning ofJuly27, 2011, in reliance onthealleged oral contract of sale,DecCoopplaced aphonecalltoFar-MarCo.,aregionalterminal elevatorin Missouri, and sold the wheat for$3.40per bushel.During thelatter part ofJuly and early part of August 2011, the price of wheat rosesubstantially.

On August 13,2011, Urban notified DecCoop that he would not deliver the wheat.Thepriceofthewheat onthatdatewas$4.50perbushel.DecCoopfiles suit.What result?Fully support your answer.