The defendant, Gray Communications, desired to have a television tower built. After a number of negotiation sessions conducted by telephone between the defendant and the plaintiff, Kline Iron, the parties allegedly reached an oral agreement under which the plaintiff would build a tower for the defendant for a total price of $1,485,368.

A few days later, the plaintiff sent a written document, referred to as a proposal, for execution by the defendant. The proposal indicated that it had been prepared for immediate acceptance by the defendant and that prior to formal acceptance by the defendant it could be modified or withdrawn without notice.

A few days later, without having executed the proposal, the defendant advised the plaintiff that a competitor had provided a lower bid for construction of the tower. The defendant requested that the plaintiff explain its higher bid price, which the plaintiff failed to do. The defendant then advised the plaintiff by letter that it would not be retained to construct the tower.

The plaintiff then commenced suit, alleging breach of an oral contract, and asserting that the oral agreement was enforceable because the common law of contracts, not the Uniform Commercial Code (UCC), governed the transaction and that under the common law a writing is not necessary to cover this type of transaction.

Even if the transaction was subject to the UCC, the plaintiff alternatively argued, the contract was within the UCC ‘‘merchant's exception.'' Is the contract enforceable?