Oasis Irrigation, Inc. v. Bruchs Farms, Inc. ( 2020 )

COURT OF APPEALS
DECISION NOTICE
DATED AND FILED This opinion is subject to further editing. If
published, the official version will appear in
the bound volume of the Official Reports.
April 23, 2020
A party may file with the Supreme Court a
Sheila T. Reiff petition to review an adverse decision by the
Clerk of Court of Appeals Court of Appeals. See WIS. STAT. § 808.10
and RULE 809.62.
Appeal No. 2019AP471 Cir. Ct. No. 2016CV82
STATE OF WISCONSIN IN COURT OF APPEALS
DISTRICT IV
OASIS IRRIGATION, INC.,
PLAINTIFF-RESPONDENT,
V.
BRUCHS FARMS, INC.,
DEFENDANT-APPELLANT.
APPEAL from a judgment of the circuit court for Marquette County:
BERNARD N. BULT, Judge. Affirmed in part; reversed in part and cause
remanded with directions.
Before Blanchard, Graham, and Nashold, JJ.
¶1 GRAHAM, J. This dispute arises from the purchase by Bruchs
Farms, Inc., of two irrigation systems from Oasis Irrigation, Inc., and Oasis’s
installation of those systems in Bruchs Farms’ fields. After Bruchs Farms refused
No. 2019AP471
to pay Oasis’s invoices in full, Oasis brought this action to recover the outstanding
balances. Following a bench trial, the circuit court entered judgment in Oasis’
favor. It determined that there was no “meeting of the minds” and therefore no
contracts between the parties, and that Oasis was entitled to recover the remaining
balances as damages for unjust enrichment. For the reasons below, we reverse in
part, affirm in part, and remand for a recalculation of damages in light of our
conclusions.
BACKGROUND
¶2 Starting in 2013, Bruchs Farms and Oasis negotiated for the sale and
installation of two irrigation systems, which we refer to throughout this opinion as
Project 1 and Project 2. Randy Bruchs, owner of Bruchs Farms,1 and John
Roesener, salesperson for Oasis, were the only people who were directly involved
in the negotiations over either project. Although portions of the negotiation and
work related to the two projects overlap chronologically, we discuss each project
separately for ease of reading. We provide a brief overview of the projects here,
and we set forth the facts in greater detail in the discussion section below.
¶3 Bruchs and Roesener first discussed Project 1, which involved the
sale and installation of a new irrigation system that would “fit [Bruchs Farms’]
field.” Roesener prepared a written quotation, which included all parts and labor.
Bruchs accepted the quotation and made an initial payment toward the quoted
price. Once the installation was complete, it became apparent that Oasis’s
measurements had been inaccurate and that the system was too short to irrigate as
1
We refer to the business, which is the defendant in this action, as “Bruchs Farms.” We
refer to Randy Bruchs, who is not a party, as “Bruchs.”
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No. 2019AP471
much of the field as Bruchs and Roesener had anticipated. Oasis lengthened the
system, and it then billed Bruchs Farms for the cost of parts and labor to complete
the extension. Bruchs refused to pay to lengthen the system, contending that the
costs to do so should have been included in the original price.
¶4 Several months later, Bruchs and Roesener discussed Project 2,
which involved the sale and installation of used irrigation equipment. The parties
agreed that the equipment would be split into two systems and installed on two
different fields. Roesener provided a written quotation, which Bruchs signed and
later paid in full, that included the cost of the used equipment and the cost of
transporting it to Bruchs Farms’ property. Roesener also provided an oral estimate
relating to some of the installation costs, but these discussions were never reduced
to writing and the parties dispute what exactly was said. After Oasis installed the
systems, Bruchs refused to pay some of the Project 2 invoices on the grounds that
Oasis charged more to make the systems operational than Bruchs believed the
parties had agreed to.
¶5 Bruchs Farms eventually made a final payment that was not
specifically designated toward either project, and that fell short of satisfying the
outstanding balance on Oasis’s invoices. Oasis commenced this action, seeking to
recover the unpaid balances for both projects on alternative theories of breach of
contract, unjust enrichment, and quantum meruit.
¶6 After a bench trial, the circuit court ruled in favor of Oasis. The
court determined that the parties did not reach a “meeting of the minds” as to the
essential terms of the agreement for either project. In the absence of contracts, the
court determined that “[i]t would be inequitable for Bruchs Farms to be permitted
to retain the benefit of the goods and services without payment of the market
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No. 2019AP471
value.” The court appeared to base this determination on Bruchs’ admission that
his business was benefitting from the irrigation systems Oasis had installed. The
court awarded unjust enrichment damages for both projects,2 and Bruchs Farms
appeals.
DISCUSSION
¶7 The resolution of this appeal turns on whether Bruchs Farms and
Oasis entered into contracts for Project 1 and Project 2. This is because unjust
enrichment is an equitable doctrine that does not apply when parties have entered
into a contract. Greenlee v. Rainbow Auction/Realty Co., 202 Wis. 2d 653, 671,
553 N.W.2d 257 (Ct. App. 1996). If the parties did enter into a contract for either
project, the circuit court should not have awarded damages for unjust
enrichment—it should have simply enforced the contract instead. If on the other
hand the parties did not enter into a contract for either of the projects, unjust
enrichment damages could be an available remedy.
¶8 In Section I, we set forth the pertinent principles of contract law and
address the parties’ arguments about the legal standards that apply to this case. In
Section II, we apply these standards to the evidence introduced at trial, and we
conclude that the parties entered into a contract for Project 1 but not for Project 2.
In Section III, we provide the circuit court with instructions for recalculating
damages on remand.
2
The circuit court rejected Oasis’s argument that it was entitled to prejudgment interest,
and Oasis does not appeal that determination.
4
No. 2019AP471
I. Legal Standards
¶9 As discussed above, the circuit court determined that there was no
“meeting of the minds,” and therefore no contract, for either project. Bruchs
Farms asserts that this determination is erroneous and that the parties’ “writings
and conduct” established contracts for both projects. The parties dispute, among
other things, whether application of the Wisconsin Uniform Commercial Code
(UCC) would affect the result in this case and the appropriate standard of review.
We begin this section by summarizing the law regarding definiteness—a contract
formation requirement that is sometimes characterized as a “meeting of the
minds”—which was the basis of the circuit court’s decision. We then evaluate the
parties’ arguments about the UCC and the standard of review.
A. The Definiteness Requirement
¶10 Under both the common law and the UCC,3 an agreement is not a
contract if it does not satisfy the “threshold” common law requirement of “intent
to contract.” Novelly Oil Co. v. Mathy Const. Co., 147 Wis. 2d 613, 616, 433
N.W.2d 628 (Ct. App. 1988). This requirement is commonly referred to in
Wisconsin as the “definiteness requirement,” and it is satisfied when there is a
“meeting of the minds” such that the parties “agree on the essential terms and
conditions.” Headstart Bldg., LLC v. National Centers for Learning Excellence,
Inc., 2017 WI App 81, ¶19, 379 Wis. 2d 346, 905 N.W.2d. 147. When, by
contrast, there is “vagueness or indefiniteness concerning an essential term,” there
3
Even when the UCC governs a particular transaction, common law contract principles
apply to the extent that they are not displaced by particular UCC provisions. Christensen v.
Equity Co-op. Livestock Sale Ass’n, 134 Wis. 2d 300, 304, 396 N.W.2d 762 (Ct. App. 1986).
5
No. 2019AP471
has not been a “meeting of the minds” and the definiteness requirement is not
satisfied. Id., ¶16. “If parties evidently intended to enter a contract,” a court
“should not frustrate their intentions,” and should “attach a sufficiently definite
meaning to the contract language if possible.” Management Computer Servs.,
Inc. v. Hawkins, Ash, Baptie & Co., 206 Wis. 2d 158, 179, 557 N.W.2d 67(1996). Definiteness is “judged by an objective standard, looking to the express
words the parties used ….” Id. at 178.
¶11 In this case, the circuit court used the term “meeting of the minds” to
refer to this concept, and the parties consistently use that same term throughout
their briefing. But use of the term “meeting of the minds” has been criticized as
potentially misleading. See id. at 179 n.21 (“It has been suggested that the term
‘meeting of the minds’ should be abandoned, due to the misunderstanding it
frequently causes.”). The term may lead to the mistaken assumption that the
parties must “subjectively agree to the same interpretation” of the agreement, even
though definiteness is an objective inquiry that looks to the parties’
representations, rather than to their beliefs. Id. at 179. For clarity and
consistency, we use the terms “definite” and “definiteness requirement” to refer to
this concept throughout our discussion, except when directly quoting the parties or
the court.
B. Bruchs Farms’ Argument Regarding the UCC
¶12 Bruchs Farms argues that the circuit court should have applied the
provisions of the UCC rather than the common law to determine whether there
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No. 2019AP471
were contracts between the parties. See WIS. STAT. § 402.102 (2017-18)4
(providing that the UCC applies to “transactions in goods”). Although Bruchs
Farms raised this issue in its post-trial brief, the court did not address whether the
UCC governs either project. Bruchs Farms’ argument centers around WIS. STAT.
§ 402.207(3), a provision of the UCC that allows a court to consider “[c]onduct by
both parties which recognizes the existence of a contract.” Bruchs Farms contends
that, if the circuit court had applied the UCC and considered the parties’ conduct,
it would have determined that their agreements satisfied the definiteness
requirement for contracts.
¶13 Bruchs Farms is correct that the UCC allows a court to consider
“conduct of the parties” in determining whether an agreement satisfies the
definiteness requirement. However, the same law also applies under the common
law of contracts.5 Because the court may look to the parties’ conduct under the
UCC and the common law alike, Bruchs Farms has not shown us that applying the
UCC could change the result in this case. Therefore, we need not determine
whether the UCC applies to Project 1 or Project 2. See Barrows v. American
Family Ins. Co., 2014 WI App 11, ¶9, 352 Wis. 2d 436, 842 N.W.2d 508 (2013)
(appellate courts need not address non-dispositive issues).
4
All references to the Wisconsin Statutes are to the 2017-18 version unless otherwise
noted.
5
See Herder Hallmark Consultants, Inc. v. Regnier Consulting Grp., Inc., 2004 WI
App 134, ¶10, 275 Wis. 2d 349, 685 N.W.2d 564 (applying the common law and asserting that a
court “may discern a contract where the parties’ conduct evidences sufficient definiteness of an
intent to contract, even if an essential term is left vague or indefinite”); see also Metropolitan
Ventures, LLC v. GEA Assocs., 2006 WI 71, ¶25, 291 Wis. 2d 393, 717 N.W.2d 58, opinion
clarified on denial of reconsideration, 2007 WI 23, ¶25, 299 Wis. 2d 174, 727 N.W.2d 502(applying the common law and determining that a court may look to the parties’ “subsequent
actions” to “clarify the parties’ intent at the time they entered into the contract”).
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No. 2019AP471
C. The Parties’ Arguments Regarding the Standard of Review
¶14 The parties also dispute the appropriate standard of review. Bruchs
Farms asserts that this case presents questions of law, and Oasis asserts that
whether the parties’ agreement satisfied the definiteness requirement is a question
of fact. Neither party develops an argument as to why its proposed standard is
correct, and our supreme court has explained that definiteness is sometimes
decided by the court as a matter of law, and on other occasions by the fact-finder
as a question of fact. Management Computer Servs., Inc. v. Hawkins, Ash,
Baptie & Co., 206 Wis. 2d at 178.
¶15 Where an agreement is partly oral, determining definiteness often
involves an assessment of the weight and credibility of witness testimony, and the
fact-finder (here the circuit court) is the “ultimate arbiter” of such matters. See
Lessor v. Wangelin, 221 Wis. 2d 659, 665, 586 N.W.2d 1 (Ct. App. 1998); see
also Management Computer Servs., 206 Wis. 2d at 177 (when a court considers
“extrinsic evidence” to resolve ambiguity in an agreement, this involves questions
of fact). In this case, the agreements about Project 1 and Project 2 were partly
written and partly oral, and witnesses from both sides testified about the oral
agreements they had reached. Under these circumstances, we apply the rule as
stated in Management Computer Services and conclude that the circuit court’s
definiteness determination is a finding of fact, which we will not upset on appeal
unless it is clearly erroneous. A finding of fact is clearly erroneous if it is against
the great weight and clear preponderance of the evidence. Bank of Sun Prairie v.
Opstein, 86 Wis. 2d 669, 676, 273 N.W.2d 279 (1979). Under this standard, the
court’s finding of fact will be affirmed “as long as the evidence would permit a
reasonable person to make the same finding,” even though the evidence would
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No. 2019AP471
also permit a contrary finding. Royster-Clark, Inc. v. Olsen’s Mill, Inc., 2006 WI
46, ¶12, 290 Wis. 2d 264, 714 N.W.2d 530.
II. Application
¶16 We now consider the circuit court’s determination that Oasis and
Bruchs Farms did not, to use the court’s terminology, reach a “meeting of the
minds” regarding either project in light of the evidence introduced at trial. We
apply Wisconsin law on definiteness to each project in turn, and we evaluate the
proper remedy in light of our conclusions.
A. Project 1
¶17 For the reasons we now explain, we conclude that the parties’ words
and conduct related to Project 1 evinced an agreement that was sufficiently
definite to form a binding contract. Although the parties dispute many facts
related to Project 1, the trial testimony shows that the following essential facts
were undisputed.
¶18 As mentioned above, Bruchs and Roesener were the sole participants
in the negotiations, and both testified that Bruchs told Roesener that he wanted a
system that would “fit the field.” According to Roesener, he understood that to
mean the system should be capable of irrigating a circle that reached the edges of
the field, missing only the corners. Bruchs and Roesener both testified that it was
Oasis’s responsibility to measure the field and determine the length of the
“overhang.”6 Both testified that, based on measurements by Oasis which later
6
An overhang increases the radius of an irrigation system, expanding the area of the
circle that can be irrigated.
9
No. 2019AP471
proved inaccurate, Roesener determined that a 33-foot overhang would be
required. He provided a written quotation for a system with a 33-foot overhang
for $85,998.05, which included all parts and labor. Bruchs agreed to these terms.
After installation, it became apparent that the system was too short, and Roesener
told Bruchs that Oasis would “make it right.” Oasis replaced the 33-foot overhang
with one of the correct length and charged Bruchs Farms an additional $8,661.99
to do so. Bruchs made an initial payment toward Project 1, but he refused to pay
the cost of replacing the overhang.
¶19 Although the circuit court found that there was no “meeting of the
minds” regarding Project 1, it did not make any specific findings of historical fact
to support this determination. And the undisputed testimony set forth above
conclusively demonstrates that the parties agreed to all essential terms for Project
1. The undisputed testimony shows that Oasis agreed to provide and install an
irrigation system for a specific price and that Bruchs Farms agreed to pay that
price. The undisputed testimony also shows that the parties agreed about the reach
of the system—as Oasis’s agent, Roesener represented that the system would “fit
the field” based upon Oasis’s measurements. Under common law contract
principles, Roesener’s representation is a warranty, which is “an assurance by one
party to a contract of the existence of a fact upon which the other party may rely.”
Woodward Commc’ns, Inc. v. Shockley Commc’ns Corp., 2001 WI App 30, ¶14,
240 Wis. 2d 492, 622 N.W.2d 756 (applying common law principles).7 Stated
7
Roesener’s representation would also be an express warranty under the UCC. See WIS.
STAT. § 402.313(1)(a) (“Any affirmation of fact or promise made by the seller to the buyer which
relates to the goods and becomes part of the basis of the bargain creates an express warranty that
the goods shall conform to the affirmation or promise.”). An affirmation is “part of the basis of
the bargain” when it is “a factor in the purchase.” Ewers v. Eisenzopf, 88 Wis. 2d 482, 488, 276
N.W.2d 802 (1979). According to Bruchs’ undisputed testimony, Roesener’s representation that
the system would “fit the field” was a factor in his decision to purchase the system.
10
No. 2019AP471
differently, there is no “vagueness or indefiniteness” about the parties’ agreement
that Bruchs Farms would receive an irrigation system that “fit the field” for
$85,998.05.
¶20 Oasis argues that the parties’ agreement was indefinite because a
term used by the parties is ambiguous. Specifically, it argues that the term “fit the
field” does not “identify with any specificity any dimensions of what the parties
were agreeing to.” Oasis contends that the term “fit the field” could perhaps have
meant that the system would fit entirely “within” the field, and that the 33-foot
overhang did in fact fit entirely within the field.
¶21 Oasis’s argument fails for two reasons. First, even if one possible
interpretation of the term “fit the field” is “fit within the field,” there is no
evidence in the record that would credibly suggest that either of the parties
ascribed that meaning to the term. A court may consider extrinsic evidence such
as the parties’ negotiations in resolving contract ambiguity, Betz v. Diamond
Jim's Auto Sales, 2014 WI 66, ¶69, 355 Wis. 2d 301, 849 N.W.2d 292, and here,
the undisputed evidence shows that Roesener and Bruchs both used the term “fit
the field” during the negotiations to mean that the irrigation system would reach
the boundaries of the field, missing only the corners.8
8
Roesener’s affidavit, entered into evidence, avers that he used the term “fit the field” to
mean “a system that would water the most acres in that field, knowing we could not water the
corners.” Then at trial, Roesener testified that he knew the system “needed to fit to the end of the
field,” and Oasis’s master electrician also testified that he knew Bruchs Farms wanted a system
that “would water all of the way to the boundaries of [its] field.” Bruchs testified that Roesener
told him a system with a 33-foot overhang would “cover the most amount of the field possible”
and that Roesener showed him diagrams confirming that the system would “cover the field.”
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No. 2019AP471
¶22 Second, even if the term “fit the field” were ambiguous, this would
not, without more, render the contract indefinite. “A contract can be ambiguous
without being indefinite,” Ehlinger v. Hauser, 2010 WI 54, ¶56, 325 Wis. 2d 287,
785 N.W.2d 328, and only fails for indefiniteness when an essential term is so
ambiguous that “‘construction becomes futile,’” Management Computer Servs.,
Inc., 206 Wis. 2d at 180 (quoting Heyman Cohen & Sons, Inc. v. M. Lurie
Woolen Co., 232 N.Y. 112, 114, 133 N.E. 370 (1921)). Even assuming that the
term “fit the field” is somewhat ambiguous, it is not so ambiguous as to be
impossible to construe, as shown above.
¶23 For these reasons, we conclude that the circuit court’s finding that
there was no “meeting of the minds” for Project 1 is against the great weight and
clear preponderance of the evidence, see Bank of Sun Prairie, 86 Wis. 2d at 676,
and that the parties did enter into a binding contract for Project 1. Having reached
these conclusions, we turn to the proper remedy.
¶24 The circuit court ordered damages for Project 1 based on a theory of
unjust enrichment. But as mentioned above, unjust enrichment does not apply
when there is a contract between the parties. Greenlee, 202 Wis. 2d at 671.
Because the parties entered into a contract for Project 1, unjust enrichment
damages are not available and the circuit court erred by awarding them.
¶25 Oasis appears to advance the alternative argument that it can recover
the same damages under the doctrine of quantum meruit, which may support a
claim for damages when a party “renders services in addition” to the services
contemplated in a contract. Martineau v. State Conservation Comm’n, 54
Wis. 2d 76, 81, 194 N.W.2d 664 (1972). According to Oasis, the work it
performed to replace the overhang was not contemplated by the parties’ contract,
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No. 2019AP471
and Bruchs Farms should not have assumed it would get that work “for free.” But
for reasons we have already explained, this work was contemplated by the
contract—Oasis warranted that the system Bruchs Farms purchased for the
contract price would “fit the field.” By performing the overhang extension work
required to fulfill its warranty, Oasis merely corrected the measuring error that it
had made and met the obligations that were contemplated by the contract.
Therefore, Oasis cannot recover the cost of replacing the overhang under the
doctrine of quantum meruit.
¶26 Accordingly, the circuit court should have determined Oasis’s
damages for Project 1 based on general contract principles instead of relying on
unjust enrichment or any other quasi-contract theory. We reverse and remand for
a recalculation of damages, and we provide additional direction for the
proceedings on remand in Section III below.
B. Project 2
¶27 We now turn to the circuit court’s finding that, in the words of the
court, the parties did not reach a “meeting of the minds” about Project 2. As stated
above, Project 2 involved Bruchs Farms’ purchase of a used irrigation system, and
Oasis’s agreement to move the used equipment to Bruchs Farms’ property and
split it into two different systems that would be installed on two different fields.
¶28 We begin by presenting additional detail about the parties’
negotiations. Both Roesener and Bruchs testified that Roesener presented a
written, itemized quotation for $39,286, which covered the cost of the used parts
and freight, and Bruchs signed the quotation. It is undisputed that Oasis delivered
the system and invoiced Bruchs Farms $39,286, which Bruchs Farms paid. Thus,
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No. 2019AP471
the evidence at trial shows that the parties agreed on the cost of the used
equipment and the cost of moving it to Bruchs Farms’ property.
¶29 However, Roesener and Bruchs both testified that, at the time
Bruchs signed the quotation for used parts and freight, they both knew that more
work beyond that specified in the quotation would be required to split the system
and make it operational. The parties’ dispute concerns this additional work, for
which Oasis ultimately billed approximately $34,000.9 Bruchs Farms refused to
pay this price in full, and it argues that the parties reached an oral contract that the
additional work would cost between $8,000 and $9,000. Based on the evidence at
trial, which we summarize below, we conclude that the circuit court could have
reasonably determined that the parties did not reach a definite agreement about the
scope of the work that would happen next or how much it would cost.
¶30 Roesener and Bruchs both testified about the oral discussions
regarding additional work that would be needed to make the systems operational.
It is undisputed that Roesener estimated that “wire, pipe, and labor” would be
between $8,000 and $9,000. Roesener testified that this was a “rough quote” and
that there was no “right way” for him to provide a firm quotation at that time
because Bruchs was not planning to install the equipment right away and “all of
the prices are going to be different” by the time it would be installed. Ultimately,
Roesener’s estimate for wire, pipe and labor was never reduced to writing, and
Bruchs and Roesener both testified that they knew it was only an estimate.
9
Bruchs Farms asserts that Oasis billed $34,432.68 for the additional work, and Oasis
does not dispute that total on appeal. We express no opinion on the accuracy of Bruchs Farms’
calculations.
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No. 2019AP471
¶31 Oasis argues, and the circuit court could reasonably have
determined, that Bruchs and Roesener also knew that other items, in addition to
wire, pipe, and labor, would be necessary to make the system operational. Bruchs
Farms appears to dispute this conclusion, and it relies on Roesener’s testimony
that he told Bruchs that the written quotation for used parts and freight included
“everything, except for the wire, pipe, and labor to hook up the system.” But
Bruchs’ own testimony belies the assertion that Roesener represented that the oral
estimate included “everything.” Bruchs acknowledged that Roesener did not give
him a “breakdown of what the total cost would be for the additional work” to
complete Project 2. Bruchs also acknowledged that, based on Roesener’s
representations, he knew that Oasis would also need to install cement pads, which
were not contemplated in either the written quotation or the oral estimate. Thus,
the record does not compel a finding that Roesener represented that wire, pipes,
and labor were the only costs not included in the written quotation.
¶32 The circuit court was unable to “attach a sufficiently definite
meaning” to the parties’ oral discussions, see Management Computer Servs., 206
Wis. 2d at 179, and we conclude that the court could reasonably have reached this
determination. As explained above, the definiteness requirement is not satisfied if
there is “vagueness or indefiniteness concerning an essential term.” Headstart,
379 Wis. 2d 346, ¶16. Here, the parties agreed to a price for the used parts and
freight but knew that more work would be needed, and the record does not compel
a finding that the parties reached an agreement on the scope of the additional work
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No. 2019AP471
much less a price for that work.10 Therefore, the circuit court’s finding of
indefiniteness for Project 2 is not contrary to the great weight and clear
preponderance of the evidence.11 See Opstein, 86 Wis. 2d at 676.
¶33 We now turn to the remedy for Project 2. As mentioned above, the
circuit court awarded damages for unjust enrichment after determining that there
was no contract governing Project 2. Bruchs Farms’ sole argument against unjust
enrichment is its contention that the parties entered into a contract; it does not
contest that the elements of unjust enrichment would otherwise be met based on
10
Price is generally an essential term, and if a contract does not specify a price, it may
still be definite “if it specifies ‘the manner by which the price is to be ascertained or can be
determined.’” Headstart Bldg., LLC v. National Centers for Learning Excellence, Inc., 2017
WI App 81, ¶17, 379 Wis. 2d 346, 905 N.W.2d 147 (quoting Goerke Motor Co. v. Lonergan,
236 Wis. 544, 549, 295 N.W. 671 (1941)). Bruchs Farms points to nothing in the record to
suggest that the parties specified a method to ascertain a price for the additional work required.
Bruchs Farms argues that Oasis’s “delivery of and installation of the system and Bruchs’
additional, subsequent payment” shows that the parties formed a contract for Project 2. To be
sure, we may look to the parties’ conduct to help “cure any indefiniteness as to price,” Herder
Hallmark Consultants, Inc. v. Regnier Consulting Grp., Inc., 2004 WI App 134, ¶15, 275
Wis. 2d 349, 685 N.W.2d 564, but here, the parties’ conduct supports the court’s indefiniteness
finding. Oasis billed for items not included in the written quotation or the oral estimate,
consistent with an understanding that Bruchs Farms was responsible for those charges, and
Bruchs Farms refused to pay, consistent with the opposite understanding. Accordingly, the
parties’ conduct does not show that the parties reached a definite agreement on price.
11
The parties also dispute whether the system was sold “as-is” or included a warranty.
Because we affirm the circuit court’s finding that the parties’ agreement was too indefinite to
form a binding contract, we need not determine whether the contract they might have otherwise
reached would have included a warranty.
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No. 2019AP471
the facts of this case.12 Because we have rejected the only argument that Bruchs
Farms makes to the contrary, we affirm the circuit court’s conclusion that Oasis is
entitled to damages for unjust enrichment.
III. Recalculation of Damages on Remand
¶34 As discussed above, the circuit court awarded unjust enrichment
damages for both projects. The court should not have awarded unjust enrichment
damages for Project 1, and should have awarded breach of contract damages (if
any are owed) instead. The court did not err by awarding unjust enrichment
damages for Project 2.
¶35 If the record below allowed us to do so, we would remand
exclusively for the circuit court’s determination of Oasis’s contract damages for
Project 1, and would affirm the court’s determination of unjust enrichment
damages for Project 2. Yet we are unable to do so because the circuit court did not
separately calculate the damages for each project. Instead, relying on an exhibit
introduced by Oasis, the court lumped together the value of both projects and
determined that Oasis was entitled to unjust enrichment damages of $37,525.93,
which includes damages for both projects. This total cannot be correct because it
12
“Unjust enrichment requires proof of three elements: (1) a benefit conferred on the
defendant by the plaintiff; (2) appreciation or knowledge by the defendant of the benefit; and
(3) acceptance or retention of the benefit by the defendant under circumstances making it
inequitable to do so.” Sands v. Menard, 2017 WI 110, ¶30, 379 Wis. 2d 1, 904 N.W.2d 789.
During trial, Bruchs acknowledged that the used equipment had been installed, that the land the
equipment is on is more valuable when irrigated, and that Bruchs Farms had seen an increase in
the productivity of its crops as a result of having the irrigation equipment functional and
operating on the property. Bruchs also acknowledged that he had no evidence to dispute that
Oasis billed for the additional services it provided at market value, or that the charges were
reasonable based upon irrigation industry standards.
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No. 2019AP471
erroneously includes unjust enrichment damages for Project 1.13 Therefore, we
remand to the circuit court for recalculation of Oasis’s damages for both projects.
On remand, the court should, using its judgment, conduct whatever proceedings
and request whatever input it deems necessary to recalculate damages consistent
with this opinion.
CONCLUSION
¶36 In summary, we conclude that the circuit court’s finding that the
parties’ agreements were indefinite was clearly erroneous as to Project 1 but not
clearly erroneous as to Project 2. We affirm in part, reverse in part, and remand
for recalculation of damages in light of this opinion.
By the Court.—Judgment affirmed in part; reversed in part and cause
remanded with directions.
Not recommended for publication in the official reports.
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To assist the parties and the circuit court following remand, we observe that the
explanation and calculation of damages in the circuit court’s original decision is difficult for us to
follow. It appears that the court was placed in a difficult position by the parties’ post-trial
submissions, which take an all-or-nothing approach and do not provide a consistent accounting of
the amounts that Oasis charged and that Bruchs Farms paid towards each project. Nevertheless, it
is not clear that the calculations track the court’s findings of fact or the invoices and other
evidence introduced at trial. For example, the court made findings of fact that the unjust
enrichment value of Project 1 was $85,998.05 (the same amount as the written invoice for Project
1) and that the unjust enrichment value of Project 2 was $39,286 (the same amount as the written
quote that covered only used equipment and freight for Project 2), but the court then awarded
unjust enrichment damages based on invoices that Oasis sent in excess of these amounts. The
court did not explain its calculations except to say that it was relying on an exhibit Oasis
introduced summarizing unpaid invoices. The parties make no argument regarding the accuracy
of the court’s calculations on appeal, and we express no opinion on these issues.
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