Monetti, S.P.A. v. Anchor Hocking Corp.

Facts

Anchor Hocking Corp. (Defendant) agreed in principle to become the sole U.S. distributor for Monetti S.P.A. (Plaintiff) food service products for ten years. Plaintiff sent Defendant a draft agreement. Defendant did not sign the draft agreement, but Defendant’s employee drafted a memo that incorporated all of the terms in Plaintiff’s draft agreement and added additional terms that Defendant wanted. The employee initialed the memo. Plaintiff, as was required in its draft agreement, gave Defendant all of the assets of Melform, a Plaintiff subsidiary, which had previously distributed Plaintiff’s food service products. In addition, there was a second Anchor memo, an internal memo Defendant’s letterhead that included in “Exhibit A” all terms of the draft agreement except one. Davis, the drafter of this memo referred to it as the “summary agreement” with Plaintiff. Not long after Defendant wrote this second memo, Plaintiff sued for breach of contract. Defendant argued that the statute of frauds precluded the lawsuit because the agreement was not to be performed within one year and was not in writing. The trial court held that the suit was barred by the Uniform Commercial Code (UCC) statute of frauds. Plaintiff appealed.