Under Illinois law, when the basic facts are not in dispute, the existence of a contract is a question of law. Cottingham v. National Mut. Church Ins. Co., 124 N.E. 822, 825 (Ill. 1919); Lewis-Connelly v. Board of Educ. of Deerfield Pub. Sch., Dist. 109, 660 N.E.2d 283, 285 (Ill.App.Ct. 1996); Yorke v. B.F. Goodrich, Co., 474 N.E.2d 20, 22 (Ill.App.Ct. 1985). Issues of contract formation are therefore particularly well-suited for disposition on summary judgment, and we review the District Court's grant of summary judgment de novo, see Malcak v. Westchester Park Dist., 754 F.2d 239, 243 (7th Cir. 1985).
Jurisdiction in the present case was based solely on diversity of citizenship, and the parties agree that Illinois law controls the substantive issues presented. The central dispute is whether the parties intended the execution of a written contract to be a condition precedent to a binding and enforceable contractual relationship, or whether the proposed writing was intended only to formalize the terms already agreed upon. Although the intent of the parties to an oral contract is generally a question of fact, Yorke v. B.F. Goodrich Co., 130 Ill. App.3d 220, 85 Ill.Dec. 606, 608, 474 N.E.2d 20, 22 (1985); S.N. Nielsen Co. v. National Heat Power Co., 32 Ill. App.3d 941, 337 N.E.2d 387, 391 (1975), it may become a question of law "if the facts are undisputed and there can be no difference in the judgment of reasonable men as to the inferences to be drawn from them." Ceres Illinois, Inc. v. Illinois Scrap Processing, Inc., 114 Ill.2d 133, 102 Ill.Dec. 379, 383, 500 N.E.2d 1, 4 (1986) ( quoting Yorke, 85 Ill.Dec. at 608, 474 N.E.2d at 22).
Defendant also argues that the evidence presented in this cause, when assessed under the proper standard, amply supports the trial court's finding. Ordinarily, the intent of the parties to an oral contract is a question to be determined by the trier of fact. ( Yorke v. B.F. Goodrich Co. (1985), 130 Ill. App.3d 220, 222-23.) A reviewing court must not set aside such a finding unless it is contrary to the manifest weight of the evidence.
Under Illinois law, to determine whether the UCC governs in such cases, we look to the "predominant purpose" of the contract. Monetti, 931 F.2d at 1184 (quoting Yorke v. B.F. Goodrich Co., 130 Ill.App.3d 220, 85 Ill.Dec. 606, 608, 474 N.E.2d 20, 22 (1985)); Zayre Corp. v. S.M. R. Co., 882 F.2d 1145, 1153 (7th Cir. 1989) (same). We believe that the present contract can fairly be characterized as predominantly a sale of goods.
It is not for the jury to determine definiteness, since "the question of construction of a contract, where material facts are not disputed, is a question of law." Yorke v. B.F. Goodrich Co., 130 Ill.App.3d 220, 223, 85 Ill.Dec. 606, 608, 474 N.E.2d 20, 22 (2d Dist. 1985). US Sprint does not dispute that the statements cited by LaScola were made, but instead contends that the statements were simply not clear and definite enough to establish a contract for just-cause termination.
Even if Hyman is correct that whether a contract exists is a fact question, the district court could appropriately reach the question on summary judgment if the lack of a material fact dispute admits of but one conclusion. See Yorke v. B.F. Goodrich Co., 130 Ill. App.3d 220, 85 Ill.Dec. 606, 608, 474 N.E.2d 20, 22 (1985). We conclude that there is no factual dispute and that Hyman has not suggested any evidence to preclude summary judgment for Carolina.
This is not to say that the contract is outside the Uniform Commercial Code. It is a contract for the sale of goods plus a contract for the sale of distribution rights and of the assets associated with those rights. Courts forced to classify a mixed contract of this sort ask, somewhat unhelpfully perhaps, what the predominant purpose of the contract is. Yorke v. B.F. Goodrich Co., 130 Ill.App.3d 220, 223, 85 Ill.Dec. 606, 608, 474 N.E.2d 20, 22 (1985), and cases cited there. And, no doubt, they would classify this contract as one for the sale of goods, therefore governed by the UCC, because the $27 million in sales contemplated by the contract (if there was a contract, as we are assuming) swamped the goodwill and other intangibles associated with Melform's very new, very small operation.
Viewing the facts in the light most favorable to SM R, the contract here was a "mixed" contract: that is, the contract provided both for the sale of goods (the jewelry) and the provision of services (Pohn using his "keen sense of the business" to select the exact goods). In determining whether Article 2 governs a mixed contract, Illinois courts look to see what the contract's "predominant purpose" is. Yorke v. B.F. Goodrich Co., 130 Ill.App.3d 220, 85 Ill. Dec. 606, 608, 474 N.E.2d 20, 22 (2d Dist. 1985); WICO Corp. v. Willus Industries, 567 F. Supp. 352, 355 (N.D.Ill. 1983). If the contract's predominant purpose, or "raison d'etre" is the sale of goods, then it is governed by Article 2. WICO Corp., 567 F. Supp. at 355. We agree with the district court that the contract that SM R is suing on is predominantly one to sell goods.
In Pittsburgh-Des Moines Steel, we held that, under Illinois law, a contract calling for the design, fabrication, and installation of a million-gallon water tank was a contract for the sale of goods and not for the rendition of services. The Illinois Appellate Court recently has applied the predominant-character test to determine whether mixed contracts come within the scope of the U.C.C. Yorke v. B.F. Goodrich Co., 130 Ill.App.3d 220, 85 Ill.Dec. 606, 474 N.E.2d 20 (2d Dist. 1985) (transaction involving sale of vinyl pellets for the production of vinyl siding was contract for sale of goods despite seller's agreement to provide technical assistance); Meeker v. Hamilton Grain Elevator Co., 110 Ill.App.3d 668, 66 Ill.Dec. 360, 442 N.E.2d 921 (4th Dist. 1982) (a contract for the sale and erection of two grain bins was a contract for the sale of goods, and suit on it was barred by the limitations period of U.C.C. § 2-725(1)). In assessing the character of the transaction between Republic and PEC, we may not be unmindful of Illinois law underscoring the broad coverage of the U.C.C. and emphasizing the need for uniformity in commercial transactions.
Prignano v. Prignano , 405 Ill.App.3d 801, 810, 343 Ill.Dec. 89, 934 N.E.2d 89, 100 (Ill.App.Ct. 2d Dist.2010). But "if the facts are undisputed and there can be no [difference in reasonable judgment] as to the inferences to be drawn from them," then the question of contract formation becomes a question of law. Yorke v. B.F. Goodrich Co. , 130 Ill.App.3d 220, 223, 85 Ill.Dec. 606, 474 N.E.2d 20, 22 (Ill.App.Ct. 2d Dist.1985). In this case, the facts are undisputed, and the court finds, as a matter of law, that there was no enforceable agreement to decrease the face amount of the Policy prior to Baker's death.