law-contract-for-sale | elements of contract | formation of contract | elements of breach of contract |
CONTRACT FOR SALE OF GOODS (UCC)
Texas Business and Commerce Code section 2.201(b), which provides that a contract for the sale of goods is
enforceable between two merchants
if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received
and the party receiving it has reason to know its contents, it satisfies the requirements . . . against such party
unless written notice of objection to its contents is given within ten days after it is received.
Tex. Bus. & Com. Code Ann. § 2.201(b) (Vernon 2009).
However, a contract for the sale of goods can only exist when there is a contract or agreement to pass "title
from the seller to the buyer for a price." Id. § 2.106(a) (Vernon 2009).
ERG Resources LLC v. Merlon Texas, Inc. (Tex.App.- Houston [1st Dist.] Oct. 29, 2009)(Jennings)
(oil gas and minerals law, no valid contract for sale, no conversion claim if minerals no longer owned by plaintiff)
AFFIRM TC JUDGMENT: Opinion by Justice Terry Jennings
Before Justices Jennings, Higley and Sharp
01-08-01007-CV ERG Resources. LLC v. Merlon Texas, Inc.
Appeal from 333rd District Court of Harris County
Trial Court Judge: The Honorable Joseph J. Halbach
Here, ERG has not asserted that its invoice confirmed any contract other than the Assignment, which conveyed
the Oil to Merlon for the consideration recited therein. ERG asserts that it measured the volume of the Oil on
January 1, 2008, and then sent Merlon the invoice on January 3, 2008. However, by January 3, 2008, Merlon
had already obtained title to the Oil via the Assignment. Because ERG did not have title to the Oil, it cannot rely
on section 2.201(b) to establish a contract for the sale of the Oil from ERG to Merlon. For the same reason, the
Oil was not subject to conversion by Merlon.
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