Cargill, Incorporated is a cash merchandiser of agricultural commodities. Van Stafford, doing business as Stafford Elevator, owns and operates a country grain elevator in Campo, Colorado, which he and his wife run. Stafford's brother and son-in-law operate a separate grain elevator under the name Stafford Brothers Elevator located thirty-five to forty miles away in Keyes, Oklahoma.
On July 23, 1973, Cargill's agent Julsonnet telephoned Stafford about purchasing wheat. Stafford indicated he had forty thousand bushels of wheat which he might let Cargill have and requested that a confirmation be sent for his review. Julsonnet prepared and mailed a confirmation addressed to Stafford Brothers Elevator in El Campo, Colorado. Mrs. Stafford received the letter, noted the addressee, and forwarded it unopened to Stafford Brothers, who returned it to Stafford Elevator on August 17.
On July 31, Stafford telephoned Julsonnet to request inclusion of a protein premium in the confirmation for the first transaction and agreed during the same call to sell an additional twenty-six thousand bushels of wheat to Cargill. The confirmation for the second sale was correctly addressed to Stafford Elevator, but the confirmation of the contract change for the first transaction was again sent to Stafford Brothers Elevator.
On August 21, Stafford wrote to Cargill objecting to a provision in the confirmations that gave Cargill an option to cancel and stating that the contract was void. Cargill's agent called Stafford on August 27 urging performance, but Stafford maintained the confirmations were void. After Stafford confirmed on September 6 that he would not perform, Cargill cancelled the contracts and claimed the difference between the contract prices and the September 6 market price. The price of wheat had risen from the end of July, reaching a high point on August 21. Stafford refused to pay, and Cargill brought suit for breach of the contracts. The trial court denied recovery on the first transaction and allowed recovery on the second, after which both parties appealed.
View case