Q: Are terms from an unsigned contract enforceable?
Customer placed an order for custom goods per a proposal delivered via email. Customer submitted deposit through electronic invoice. Customer cancelled the order a month later. I was able to stop production and instead of keeping all deposit monies, I promised a partial refund. I have not yet paid the refund and have received a summons where she is demanding the entire amount plus damages.
The online invoice she paid through stated "By remitting deposit, purchaser has agreed to associated proposal and remitting balance within terms." Additionally, the proposal states "By signing below and submitting the payment indicated, I certify that I have reviewed and approved this proposal, associated drawings, detail and door/finish samples. All material are considered a custom order and are not returnable therefore, all monies are non-refundable."
Is this sufficient evidence to allow me pay the reduced refund? I need to either file an answer with the courts tomorrow or offer to settle.
A: Under the Uniform Commercial Code, if a customer contracts with a merchant to make a special order and the goods cannot be completed a resold in a commercially reasonable manner, you should be entitled to your profit (including reasonable overhead) together with incidental damages, due allowance for any costs you incurred, and due credit for payments made or the proceeds of any resale. UCC 2.708. This provision applies in the absence of any agreement to the contrary.
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