Case: Rapoca Energy Company, L.P. v AMCI Export Corporation, ,2001 WL 401424 United States District Court for the Western District of Virginia, 2001.

Facts: Robert Moir, an AMCI executive, met with Rapoca’s officer, Gary Chilcot, at O’Charley’s Restaurant, and discussed buying a large quantity of coal from Rapoca. According to AMCI, the two agreed that Rapoca would sell 140,000 tons of coal. AMCI confirmed this in two purchase orders (P.O.s), which it sent to Rapoca. Rapoca’s version was very different. Chilcot stated that the parties never reached an oral agreement, that the P.O.s were inconsistent as to the quantity of coal, and that the price was too low for a reasonable seller to have agreed. What is clear is that Rapoca did not respond in writing to the P.O.s for several months.

Rapoca filed suit, seeking a declaration from the court that it had no contractual obligation to AMCI. The company argued that there had been no agreement, and that even if the parties had orally agreed, the P.O.s did not satisfy the statute of frauds. AMCI counterclaimed, seeking damages for its costs in buying coal elsewhere. The judge first ruled that the parties had in fact reached an oral agreement. That left one important issue remaining.

Issues: Did the purchase orders satisfy the statute of frauds?