This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2002).
STATE OF MINNESOTA
IN COURT OF APPEALS
La Cro Products Incorporated,
a Wisconsin corporation,
Pepin Manufacturing Incorporated,
Filed December 24, 2002
Wabasha County District Court
File No. C300586
James R. Carlson, O’Brien & Wolf, LLP, 206 South Broadway, Suite 611, P.O. Box 968, Rochester, MN 55903-0968 (for respondent)
Peter D. Ekstrand, Ekstrand Law Office, 100 Main Street West, P.O. Box 190, Wabasha, MN 55981 (for appellant)
Considered and decided by Toussaint, Chief Judge, Peterson, Judge, and Willis, Judge.
U N P U B L I S H E D O P I N I O N
Appellant challenges summary judgment in favor of respondent on a breach-of-contract claim, arguing that the district court erred by concluding that appellant breached the contract. Because we conclude that the district court did not err, we affirm.
Appellant Pepin Manufacturing, Inc. (“PMI”) contracted with respondent La Cro Products, Inc. for PMI to purchase lead wire assemblies from La Cro. The contract consisted of (1) La Cro’s April 1998 quotation, in which La Cro offered to sell the 1,000,000 assemblies for $.104 each; and (2) PMI’s May 1998 purchase order for 50,000 assemblies immediately and 25,000 each week thereafter “or as PMI will adjust ship dates.” PMI’s purchase order also stated that “[l]ead wires must meet PMI Spec.,” with no “sharp edges on tabs,” and that “[a]ny price increase” would void the purchase order.
Over the course of the 12 months beginning July 1998, PMI ordered, and La Cro shipped, a total of 325,000 assemblies. After an initial order of 50,000 assemblies, PMI ordered 25,000 assemblies per week for eight weeks in August and September 1998. PMI then ordered 10,000 assemblies per week for the next four weeks, ending in October 1998. After an eight-month hiatus, PMI resumed placing orders, requesting 10,000 assemblies during one week in June 1999 and 25,000 assemblies the following week.
La Cro filed suit, alleging that PMI had breached the contract. PMI moved for summary judgment on the issue of contract liability. The district court denied PMI’s motion and sua sponte granted summary judgment to La Cro on the issue of contract liability. This appeal follows.
PMI argues that the district court erred by concluding that it breached the contract because (1) the contract was of indefinite duration and was, therefore, terminable at any time by either party; (2) PMI reserved the right to adjust shipping dates and thus the right to order varying quantities at intervals of its choosing; and (3) La Cro breached the contract by delivering assemblies that failed to meet PMI’s specifications.
On appeal from summary judgment, this court must determine if there are any “genuine issues of material fact and whether the trial court erred in its application of the law.” Hubred v. Control Data Corp., 442 N.W.2d 308, 310 (Minn. 1989) (citation omitted). This court reviews the evidence “in the light most favorable to the party against whom judgment was granted.” Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993) (citation omitted).
PMI argues that the district court erred by determining that the contract was of definite duration and therefore not terminable at any time by either party. When a contract provides for successive performances but is indefinite in duration, it is valid for a reasonable time but may be terminated thereafter at any time by either party. Minn. Stat. § 336.2-309 (2) (2002). In Hayes v. Northwood Panelboard Co., 415 N.W.2d 687, 689, 691 (Minn. App. 1987), review denied (Minn. Jan. 28, 1988), this court held that a contract was of indefinite duration when the contract required the purchase of “5,000 to 7,000 cords of aspen pulpwood annually.” The court reasoned that the contract was facially indefinite because it stated merely that the purchases would be made “annually” but failed to specify for how many years. See id. at 691.
The contract here specifies the total number of assemblies that PMI was to purchase and the weekly rate for the purchases. The district court determined that the contract is, therefore, of definite duration, that being the number of weeks necessary for La Cro to produce and deliver 1,000,000 assemblies at the rate of 50,000 initially and 25,000 per week thereafter. The record supports the district court’s analysis, and the court did not, therefore, err by concluding that the contract was of definite duration.
PMI further argues that its eight-month hiatus with no orders was not a breach of the contract because it specifically reserved the right to adjust shipping dates and thus the right to order varying quantities at the times it chose. PMI points out that La Cro did not object to the fact that PMI did not consistently order 25,000 assemblies per week as provided in PMI’s purchase order.
If a contract does not specify otherwise, “[t]he time for shipment or delivery * * * shall be a reasonable time.” Minn. Stat. § 336.2-309 (1) (2002). A contract to furnish a specified amount of goods at a specified price, to be delivered as ordered, constitutes a contract to be performed within a “reasonable time.” Toresdahl v. Armour & Co., 161 Minn. 266, 268, 201 N.W. 423, 424 (1924). What time is reasonable depends on the parties’ intent. Id. When “the intent of the parties may be determined entirely from the writing, the construction of the contract is for the court.” Twin City Constr. Co. v. ITT Indus. Credit Co., 358 N.W.2d 716, 718 (Minn. App. 1984).
The district court concluded that PMI reserved the right to vary the dates of its orders “marginally” but that it was still required to purchase all 1,000,000 assemblies within a reasonable time. The court determined that the order rate of 25,000 assemblies per week, specified in PMI’s purchase order, rendered unreasonable an eight-month hiatus with no orders, and PMI does not argue that the eight-month hiatus was reasonable. The district court did not, therefore, err by concluding that PMI did not perform the contract within a reasonable time.
Finally, PMI argues that the district court ignored PMI’s concerns about the quality of the assemblies that La Cro delivered. But nothing in the record shows that PMI raised before the district court the issue of La Cro’s alleged failure to meet product specifications. This court will not consider issues that were not timely raised in the district court. Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988). We do not, therefore, consider PMI’s argument that La Cro breached the contract by failing to deliver products that met PMI’s specifications.
The district court did not err by granting summary judgment to La Cro.