Moore v. Goran, LLC, 2017 MT 208 (Aug. 22, 2017) (McGrath, C.J.) (5-0, aff’d)
Issue: (1)Whether the crushed aggregate material is a “good” under the Uniform Commercial Code, and (2) whether the weight of the material as determined at the seller’s gravel pit formed the basis of payment under the sales contract.
Short Answer: (1) Yes, and (2) yes.
Summary judgment for seller affirmed
Facts: Mark Moore owns a gravel pit north of Red Lodge. Goran, LLC is a Utah company contracted by the Montana DOPT to build the Red Lodge Tied projects. Moore and Goran entered into a contract under which Moore agreed to provide Goran with crushed aggregate material. The parties used Goran’s form contract.
Moore loaded the crushed aggregate into Goran’s trucks at its gravel pit, where it was weighed and the driver would sign for and receive a weight ticket. Each week Moore would invoice Goran for the crushed aggregate by weight. Once Goran had removed all of the aggregate it needed, it refused to pay the final invoices. Moore sued and Goran counterclaimed.
Procedural Posture & Holding: Moore moved for summary judgment, arguing the contract unambiguously required Goran to pay based on weight based on Moore’s cales. The district court granted the motion, determining Goran breached the contract and was unjustly enriched by $66,269.95. The court granted attorney’s fees to Moore as the prevailing party, Goran appeals and the Supreme Court affirms.
Reasoning: The interpretation of a contract is a question of law. Because crushed aggregate was movable at the time of the contract, it is a good under the UCC. Here, the contract required Moore to deliver the goods “F.O.B. Moore Pit.” Therefore, delivery occurred at the pit. Title and risk of loss transferred at the Moore Pit, when Goran took possession. The contract required material to be sold by the ton and payment would be based on the measurements taken at the pit.
Goran failed to provide the trial court with substantial evidence indicating there was a discrepancy in the amount of material it took from the pit. Because Goran filed to establish a genuine issue of material fact, the district court properly granted summary judgment to Moore.