Binding Contract Requirements In Kansas
The question of whether a binding contract was entered into depends on the intention of the parties and is a question of fact. Reimer v. the Waldinger Corp., 265 Kan. 212, 214, 959 P.2d 914 (1998); Augusta Bank & Trust v. Broomfield, 231 Kan. 52, 60, 643 P.2d 100 (1982).
Our standard of appellate review requires us to decide whether the district court's finding of an enforceable contract is supported by substantial competent evidence and whether the findings are sufficient to support the conclusions of law. See Tucker v. Hugoton Energy Corp., 253 Kan. 373, Syl. P1, 855 P.2d 929 (1993).
We do not weigh conflicting debatable evidence, pass on the credibility of witnesses or redetermine questions of fact.
Our only concern is with evidence that supports the district court's findings, not with evidence that arguably might have supported contrary findings. Care Display Inc. v. Didde-Glaser, Inc., 225 Kan. 232, 237, 589 P.2d 599 (1979).
However, interpreting the various provisions of the statute of frauds is a question of law and our review is unlimited. See Hamilton v. State Farm Fire & Cas. Co., 263 Kan. 875, 879, 953 P.2d 1027 (1998).
The trial court ruled the statute of frauds was applicable, but that the exception found in K.S.A. 84-2-201(3)(b), a party's admission as to the agreement, controlled to create a binding agreement.
The statute of frauds in K.S.A. 84-2-201(1) provides that a contract for the sale of $ 500 or more worth of goods is not enforceable unless it is in writing and is signed by the party against whom enforcement is sought. However, K.S.A. 84-2-201(3)(b) provides an exception to this rule based on an admission by the party seeking protection under the statute of frauds:
"A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable. . .
(b) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted."
Kansas Comment 6 to K.S.A. 84-2-201(3)(b) provides further explanation:
"Under paragraph (3)(b), a party that admits in court--by pleading, stipulation, deposition, or otherwise--that a contract was made may not rely on the statute of frauds as a defense. See Wendling v. Puls, 227 Kan. 780, 610 P.2d 580 (1980).
Both voluntary and involuntary admissions qualify. for this exception to apply, the party need not admit making an oral contract. Instead, it is sufficient that the party's words or admitted conduct reasonably lead to that conclusion. See Quaney v. Tobyne, 236 Kan. 201, 689 P.2d 844 (1984).
The contract is enforceable only to the extent of any quantity admitted."
In Quaney v. Tobyne, 236 Kan. 201, 689 P.2d 844 (1984), the court explained the rationale behind creating an exception to the statute of frauds based on a party's admission of a contract.
First, the exception prevents a party from admitting the existence of an oral contract for the sale of goods and simultaneously claiming the benefit of the statute of frauds.
Second, it prevents the statute of frauds from becoming an aid to fraud. Last, K.S.A. 82-2-201(3)(b) expands the exceptions to the nonenforceability of oral contracts under the statute of frauds. 236 Kan. at 207.