Case Study No. 1 – Coca-Cola Co. v. Babyback’s Int’l, Inc., 806 N.E.2d 37 (Ind.Ct.App. 2004)
Description of Facts
The facts relate to a conflict of assertion and denial of the formation of contractual obligations between CCE (Coca-Cola Enterprises) and Babyback’s International Inc. In addition, whether the enforcement of a memo between the parties was a valid and enforceable document, despite the fact that it was preliminary in nature and did not incriminate CCE in the terms and conditions mentioned in it. Babyback Int. Inc. had entered into agreement with Hondo Incorp. , Bottling and handling agents, which gave rights to Babyback to have their products displayed alongside Coca-Cola in Indanapolis. Encouraged by the responses it generated, it was decided to cover other regions of Atlanta under CCE jurisdiction, although no written agreement was signed.
After round of talks between CCE and Babyback, during November 97, Babyback sent a fax message to CCE enlisting general terms and conditions governing a co-marketing strategy in Atlanta and other country.
Issue
It was held by Babyback that CCE had breached the agreement when it did not honour the terms and conditions contained in fax message sent for release of up-front charges and denied having ever had a valid contractual relationship with Babyback. The fact remained whether Babyback would be able to enforce the agreement based on oral discussions, of no mutually contracted significance. CCE had stressed all along that they need to be granted a partial summary judgment since, under the Statute of Frauds, the contract needs to be performed within a year and written contracts need to be signed by parties. CCE argues that the faxed memo following the November 1997 meeting is insufficient to satisfy the statute because it fails to contain the essential terms of a contract, and further, because it shows that no consensual agreement had been reached between the parties
Holding
After invaliditing the CCE motion for partial summary judgment, the Trial Court held this appeal made after mutual discussion identified three major areas for appellate review
- Whether this memo would constitute valid evidence under the Statute of Frauds.
- Implication of the Past performance doctrine.
- The availability of the doctrine of promissory estoppels.
Analysis
It is seen that CCE has not be able to enforce the partial summary judgment in order to avoid the Statute of Frauds. The conditions specified in the Statute of Fraud, inter alia include, “the promise, contract, or agreement on which the action is based,” or “a memorandum or note describing the promise, contract, or agreement,” must be “in writing and signed by the party against whom the action is brought or by the party’s authorized agent.” Ind. Code § 32-21-1-1(b). (In the Indiana Supreme Court: Statute of frauds writing).
Moreover, it i s seen that the faxed memo is not an ultimate contractual document, but only a preliminary instrument for negotiations. Since the matters are still under discussion stages, the matter is still wide open and anything could transpire. Therefore, it would be premature for CCE to make estimated guesses upon the ultimate outcome of the appellate hearings and its outcomes.
Yocca v.Pittsburg Steelage Sports Inc. 806 A.2d 936 (Pa. Commw. Ct. 2002)
Description of Facts
The facts relate to the purchase of stadium builder licenses from Pittsburgh Steelers, the purpose of the SBL being to finance the construction of a bigger football stadium. As per the terms of the SBL Brochure, during November 1998, the applicants signed the application and sent the requisite deposit money for reserving seats for the football matches to be played in the stadium. In the applications, the applicants had to indicate their choice of section of the stadium in which they wanted their seats to be located. However, in the Brochures, the seat and blocks were not clearly demarcated. However the appellees gave their preferences and also their first , second and third preferences. They had indicated their seats to be located in the 20-yard line.
However, they received allotment letter and SBL Agreement letter in August 1999, showing their allotted seats different from what was promised to them through the Brochure.
Issue
The issue that arouse were that the allotted seats were not in conformity with the seats shown in the SBL Brochures and were between the 18 Yard line instead of 20 yards line. Moreover, it was also felt that they were awarded Grade II seats when they had paid for Grade I seats. (Houghton Miffin: Online Study Center. Incensed, the appellates filed a suit in the trial court.
Holding
The trial Court dismissed the appelates contention stating that the SBL agreement assumed supreme importance, was an integrated document, and superceded all other previous documents. The SBL Brochure was just an invitation for the public to make offers and did not constitute a valid commitment or promise. Their contention that Unfair Trade Practices & Consumer Protection Law ( UTPCL) was violated did not hold good since the Court felt that SBL were neither goods nor services. (In the Supreme Court of Pennsylvania Western District : Ronald A. Yolla et al v. The Pittsburgh Steeler Sports Inc.
The appellees were not also given the benefit of declaratory relief since it was felt that this contract cannot be nullified since the SBL Agreement has been accepted and authenticated by the appellants.
The appelles next went to the Common wealth Courts, who, while validating the trial court’s dismissal of Appellees’ fraud and negligent misrepresentation claims and injunctive relief
Claim, “reversed “the trial court’s dismissal of Appellees’ claims for breach of contract. (In the Supreme Court of Pennsylvania Western District : Ronald A. Yolla et al v. The Pittsburgh Steeler Sports Inc.
However, Justice Cohn took a different stance and enforced the concept of parol evidence in the form of the SBL Agreement superceded all other documents and evidences. Again, the matter of declaratory relief stating that the terms of the SBL Brochure must be merged into the SBL agreement is not tenable in law.since the SBL Agreement is complete in itself and the Courts felt that further explanations were not needed.
Accordingly, we reverse the Commonwealth Court’s order reversing the trial court’s order dismissing Appellees’ claims for breach of contract, violation of the UTPCPL, and Held, the Commonwealth Court’s directives hereby reverse the reversing trial court’s verdict rejecting the Appellees claims for breach of contract etc, (In the Supreme Court of Pennsylvania Western District: Ronald A. Yolla et al v. The Pittsburgh Steeler Sports Inc.
Analysis
It is felt that justice has not been fully carried out in this case. This is because the appelles had place their trust and confidence on the SBL brochure, and had booked their seats meticulously and without the chances of errors. However, it is seen that the Sports Corp. had not lived up to its promises as evidenced in the SBL Brochure. It also needs to be said that the contractual agreement between the Appellees and the Company began upon sending of the completed Application forms along with the stipulated payments, well within stipulated date. It would have been in the fitness of things if the aggrieved appellees are duly compensated for the losses suffered by them in terms of lowered seating positions which was not in consonance with the diagrams shown in the initial Brochures and which later on turned to be of Class II instead of Class II, thereby incurring losses.
Cited Works
In the Indiana Supreme Court: Statute of frauds writing requests. Web.
Houghton Miffin: Online Study Center. Web.
In the Supreme Court of Pennsylvania Western District: Ronald A. Yolla et al v. The Pittsburgh Steeler Sports Inc. Web.