Under Wisconsin Law, A Contract Can Be Formed By Any Manner Showing Agreement, Including Conduct
REMAPP INTERNATIONAL CORP. v. COMFORT KEYBOARD CO. (March 24, 2009)
ReMapp International Corp. ("ReMapp") and Comfort Keyboard Co. ("Comfort") had done business together for several years. ReMapp provided electronic materials, including circuit boards. In 2006, the parties engaged in oral and written communications regarding the purchase of several thousand circuit boards and several thousand microprocessors. When Comfort did not pay for the material, ReMapp brought a breach of contract action. At a bench trial, the court awarded damages for Comfort's failure to pay for the circuit boards. Although the court also found that Comfort had breached the contract with respect to the microprocessors, the court also found that ReMapp had not mitigated its damages and so awarded no damages. Comfort appeals.
In their opinion, Judges Flaum, Williams and Kapala affirmed. The Court cited Wisconsin law for the proposition that contract may be formed in any manner that shows agreement, including the conduct of the parties. The Court determined that the evidence at trial supported the conclusion that the parties had an oral agreement for both the circuit boards and the microprocessors. Because the contract was not in writing and exceeded $500, the Court addressed the Statute of Frauds exceptions relied on below. With respect to the circuit boards, the Court concluded that the evidence supported ReMapp’s argument that they were specially manufactured goods and therefore not subject to the statute. The Court found the issue with respect to the microprocessors moot, because the court below awarded no relief on that issue. Alternatively, it found that the evidence supported the fact that Comfort had received written notice of the order and made no objection within 10 days, therefore taking that contract out of the statute as well.
