Emails, Breach of Contract and the Statute of Frauds

This post examines an issue that arose in a civil suit: United Propane Gas Inc. v. Pincelli & Associates Inc., 2014 WL 496932 (U.S. District Court for the Western District of Kentucky 2014).  The judge begins the opinion by explaining that the case was before

the Court upon Defendant, Pincelli & Associates Inc.'s (Pincelli), Motion to Dismiss. . . . Plaintiff, United Propane Gas Inc. (UPG), has responded. . . . Defendant has replied. . . . This matter is now fully briefed and ripe for adjudication. . . .

UPG alleges that through email communication, between UPG's President Eric Small and Pincelli's Vice President of Operations Kristin Ford, UPG and Pincelli formed an agreement that Pincelli would sell and UPG would buy propane at 97 cents per gallon for 50,000 gallons per week for one year. . . .

UPG alleges that Pincelli has refused to honor this agreement and sell UPG propane under the agreed terms. . . . UPG brings claims for breach of contract and breach of the covenant of good faith and fair dealing. . . .

United Propane Gas Inc. v. Pincelli & Associates Inc., supra.

He then outlined the law that applied to the motion to dismiss the suit:

The Federal Rules of Civil Procedure require that pleadings, including complaints, contain a `short plain statement of the claim showing that the pleader is entitled to relief.’ Fed.R.Civ.P. 8(a)(2).  A defendant may move to dismiss a claim or case because the complaint fails to `state a claim upon which relief can be granted.’ Fed.R.Civ.P. 12(b). When considering a Rule 12(b)(6) motion to dismiss, the court must presume all of the factual allegations in the complaint are true and draw all reasonable inferences in favor of the non-moving party. . . .Even though a `complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.’ Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (citations omitted). Instead, the plaintiff's `[f]actual allegations must be enough to raise a right to relief above the speculative level on the assumption that all the allegations in the complaint are true (even if doubtful in fact).’ Id.(citations omitted).
A complaint should contain enough facts `to state a claim to relief that is plausible on its face.’ Id. at 570.  A claim becomes plausible `when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.’ Ashcroft v. Iqbal, 129 S.Ct. 1937 (2009) (citing Twombly, supra). If, from the well-pleaded facts, the court cannot `infer more than the mere possibility of misconduct, the complaint has alleged -- but has not “show[n]”—that the pleader is entitled to relief.’  Ashcroft v. Iqbal, supra. `Only a complaint that states a plausible claim for relief survives a motion to dismiss.’ Id.

United Propane Gas Inc. v. Pincelli & Associates Inc., supra.

The judge then noted that Pincelli

moves to dismiss UPG's Complaint on the basis that there was not an enforceable contract. . . .  Specifically, Pincelli argues: (1) there was not a meeting of the minds; and (2) the email(s) referenced by Plaintiff does not satisfy the statute of frauds. . . . In support of its motion to dismiss, Pincelli attaches emails from August 1st to August 6th of 2013, which are referenced in the Complaint and are the basis for Plaintiff's contract claims.

The Court may view the emails because Plaintiff references them in the Complaint. Amini v. Oberlin College, 259 F.3d 493 (U.S. Court of Appeals for the 6th Circuit 2000) (stating that `documents that a defendant attaches to a motion to dismiss are considered part of the pleadings if they are referred to in the plaintiff's complaint and are central to her claim’). 

United Propane Gas Inc. v. Pincelli & Associates Inc., supra. For more on what is necessary to establish a valid contract, check out this site.

The opinion then quotes “in chronological order,” “the emails between Kristine Ford of Pincelli and Eric Small of UPG between August 1st and August 6th of 2013”. United Propane Gas Inc. v. Pincelli & Associates Inc., supra.

Kristin Ford (Pincelli) August 1 at 3:15 PM:

`Eric-

Just saw that the prices were creeping up a little. We are supposed to sign a 2m gallon (20,000/week) deal with Holston tomorrow for .96 gallon flat for the year starting in Oct 1. Are you sure you're not interested ...

Eric Small (UPG) August 1 at 3:45 PM

we could do 2–4m at 92–94 if that is the cheapest you have offered or will offer.

Eric Small August 6 at 9:17 AM:

WE NEED TO NAIL THIS DOWN !

Eric Small August 6 at 10:46 AM:

LAST CHANGE, 95 fixed.. yes it no

Kristin Ford August 6 at 10:10 AM:¹

.97/gallon. That's 1 cent more than MBV mid summer and 3 cents less than we discussed back in May. That is also the best deal/cheapest that we will sell to anyone and in this market now, you can have it in writing. We can do 50,000 gallons per week.

Eric Small August 6th at 11:27 AM:

Thank you so much but we don't pay more than competitors usually less..

Kristin Ford August 6th 10:30 AM:

You must've misunderstood me. You would be paying less.

Eric Small August 6th at 11:48 AM:

Holston is getting it for less

Kristin Ford August 6th at 10:53 AM:

No they're not. They adjusted their summer volume down because they could only take so much so we moved the price up 3 cents per gallon.

Eric Small August 6th at 12:18 PM:

Ok lets do it thanks

Kristine Ford August 6th at 11:20 AM:

Ill be back in the office about 6 tonight. Ill send you the contract.

Eric Small August 6th at 12:32 PM:

great thanks

Kristin Ford August 6th at 5:48 PM:

Attached is the contract discussed today along with the agreed terms-If we are in agreement I can fill in the appropriate `buyer’ information. I will be in the office after 10:30 tomorrow morning, or you can get me on my cell. I would like it if you or Charlie could come out to the plant in Manchester within the month. We will start production in mid-September, but to make sure that we are 100% in production and HD5 quality, I pushed the start date to October 15.’

United Propane Gas Inc. v. Pincelli & Associates Inc., supra.

The judge then explains that the plaintiff’s Complaint stated

18. Small responded by email dated August 6, 2013 stating `ok lets do it thanks.’

19. As evidenced by the written email exchanges, the parties formed an agreement that Pincelli would sell and UPG would buy propane at 97 cents per gallon, for 50,000 gallons per week for one year.

20. Pincelli has refused to honor such agreement and has refused to sell UPG the propane under the agreed terms.

United Propane Gas Inc. v. Pincelli & Associates Inc., supra.

The judge explained that in its motion to dismiss Pincelli & Associates Inc. claimed

there was no meeting of the minds because it is `undisputed that the parties intended for any agreement to be contingent upon a written agreement signed by both parties.’ . . . The Court finds that dismissal at this early stage of the litigation would not be appropriate and that Plaintiff's claim of the existence of a contract is not implausible. . . .

Dismissing Plaintiff's claims would require the Court to credit Defendant's version of the events over Plaintiff's, which is inappropriate at this early stage of the litigation. Plaintiff's claim that a contract was reached based on the emails is `plausible’ and, accordingly, will overcome a motion to dismiss.

United Propane Gas Inc. v. Pincelli & Associates Inc., supra.  Wikipedia outlines the elements of a valid contract in the article you can find here.  The Wikipedia entry you can find here explains the “meeting of the minds.”

Pincelli & Associates also argued that UPG’s Complaint should be dismissed because

it fails to allege a writing that satisfies Kentucky's statute of frauds.

Specifically, Defendant argues that the emails do not satisfy the statute of frauds under the Federal Electronic Signatures in Global and National Commerce Act (E–SIGN) or the Uniform Electronic Transactions Act (UETA). (Docket No. 5, at 9.) Kentucky courts interpret the writing requirement of the statute of frauds loosely and have determined correspondence similar to emails as sufficient to deny statute of frauds arguments. See, e.g., TWB Distribution, LLC v. BBL, Inc., 2009 WL 5103604 (U.S. District Court for the Western District of Kentucky 2009); Commonwealth Aluminum Corporation v. Stanley Metal Associates, 186 F.Supp.2d 770 (U.S. District Court for the Western District of Kentucky 2001).

United Propane Gas Inc. v. Pincelli & Associates Inc., supra.  In a footnote, the judge explained that while Kentucky cases “do not outright state that emails may satisfy the statute of frauds -- although it is implied -- there is no precedent contrary to such a result.” United Propane Gas Inc. v. Pincelli & Associates Inc., supra.  He also noted that the Kentucky statute of frauds “states that “[i]f a law requires a record to be in writing, an electronic record satisfies the law.” United Propane Gas Inc. v. Pincelli & Associates Inc., supra (quoting KentuckyRevised Statutes § 369.107(3)).

The judge went on to explain that

[a]dditionally, the UETA provides that electronically delivered documents and signatures affixed thereto can satisfy the statute of frauds.  Kentucky Revised Statutes § 369.102(8) defines an electronic signature as `an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.’

All emails from Pincelli between August 1st and August 6th contained, in the signature line of the email, Kristine Ford's name. . . . This Court believes that Kentucky courts would find that under the right circumstances -- where the intent and signature elements are present -- emails can satisfy the statute of frauds. Accordingly, the Court finds at this early stage of the litigation Plaintiff's claim of a contract is not implausible and will DENY Defendant's Motion to Dismiss as to the breach of contract claim.

United Propane Gas Inc. v. Pincelli & Associates Inc., supra.

As Wikipedia explains, the “statute of frauds refers to the requirement that certain kinds of contracts be memorialized in a writing, signed by the party to be charged, with sufficient content to evidence the contract.”  As Wikipedia also explains, the contracts encompassed by the statute of frauds include contracts that cannot be performed in one year, contracts for the sale of goods “totaling $500 or more”.  You can find the Kentucky statute of frauds provision here.  

And if you are interested, you can read more about the statute of frauds and email in the post you can find here.

(For some reason, I'm having formatting problems with this post . . . I've fixed all of them I can.  Apologies.)