This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (1998).




Ames Engineering Corp.,



Lighthouse Bay Foods, Inc.,


Filed August 10, 1999


Shumaker, Judge

Hennepin County District Court

File No. 973364

Heidi L. Staloch, The Todd L. Gurstel Law Firm, 401 North Third Street, Suite 600, Minneapolis, MN 55401 (for respondent)

James C. Whelpley, Twin City Attorneys, P.A., 2151 North Hamline Avenue, Suite 202, Roseville, MN 55113 (for appellant)

Considered and decided by Shumaker, Presiding Judge, Short, Judge, and Peterson, Judge.



Appellant Lighthouse Bay Foods, Inc. challenges the district court's summary judgment in favor of respondent Ames Engineering Corp. Because there is no genuine issue of material fact with regard to the terms of the sales contract, and because Lighthouse failed to object to the award of prejudgment and postjudgment interest, we affirm.


Appellant Lighthouse Bay Foods, Inc. packages food and sells it to retail merchants. Respondent Ames Engineering Corp. manufactures food packaging machines and component parts.

Lighthouse contacted Ames to inquire about purchasing a "zipper conversion" for a standard Bartelt packaging machine. Ames estimated the cost of the conversion to be about $12,000 but indicated that it would have to see photographs of the machine to adjust the estimate.

After reviewing photographs of the machine, Ames learned that it was not a standard Bartelt and was capable of only a limited operation. On January 18, 1995, Ames sent to Lighthouse a detailed price quotation for the zipper conversion and component parts. The quotation contained payment terms.

On January 20, 1995, Lighthouse sent a credit application to Ames. Ames approved the application; and on January 23, 1995, Lighthouse ordered all but one of the items on the January 18 quotation. Lighthouse sent a downpayment of $8,000 with its order, and sent a second payment of $8,000 on February 6, 1995.

Ames shipped the goods between February 15 and March 2, 1995, with an invoice for $26,111, less the amounts Lighthouse had already paid. Lighthouse accepted the goods without objecting to the price.

Lighthouse contends that Ames promised that the price for the zipper conversion would not exceed $15,000 and Lighthouse learned of the additional charges only after the shipment.

Ames sued for the balance owing on the invoice plus prejudgment simple annual interest. The trial court granted summary judgment to Ames for those damages. Lighthouse appealed, contending that there is a genuine issue of material fact as to the price of the goods Lighthouse purchased.


On an appeal from summary judgment, the reviewing court asks whether there are any genuine issues of material fact in dispute, and whether the trial court erred in its application of the law. State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990). We review the district court's interpretation of the law de novo. Sorenson v. St. Paul Ramsey Med. Ctr., 457 N.W.2d 188, 190 (Minn. 1990). We view the evidence in the light most favorable to the party against whom summary judgment was granted and accept as true the factual testimony produced by the nonmoving party. Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993).

A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.

Minn. Stat. § 336.2-204(1) (1994). Ames gave to Lighthouse a price quotation for the zipper conversion unit and stated that it would ship the goods "within two (2) to three (3) weeks of receipt of your purchase order and down payment." Lighthouse ordered all items listed on Ames's quotation except for one and made payments totaling $16,000.

Ames shipped the ordered items with an invoice for the same amounts stated on the earlier price quotation. Lighthouse accepted and retained the goods without objection to the billed price. "Acceptance of goods occurs when the buyer fails to make effective rejection * * * ." Minn. Stat. § 336.2-606(1)(b) (1994). To reject delivered goods, the buyer must act within a reasonable time after delivery and must seasonably notify the seller of the rejection. Minn. Stat. § 336.2-602(1) (1994). At some point after it received the unit, Lighthouse told Ames that a heater unit was the wrong size. Ames replied that it would ship the correct size unit. But Lighthouse did not reject the goods because of the heater unit. Once a buyer accepts goods, the buyer "must pay at the contract rate for any goods accepted." Minn. Stat. § 336.2-607(1) (1994).

On appeal, Lighthouse contends that a genuine fact issue exists only as to the price of the goods and does not dispute the other material facts of the transaction. A summary judgment proceeding allows a court to determine whether a genuine issue of material fact exists, but does not permit the court to resolve fact issues. Albright v. Henry, 285 Minn. 452, 464, 174 N.W.2d 106, 113 (1970). If there is no genuine fact issue, the court can promptly dispose of the action on the merits without a trial. Holiday Acres No. 3 v. Midwest Fed. Sav. & Loan Ass'n of Minneapolis, 308 N.W.2d. 471, 480 (Minn. 1981).

To survive a summary judgment motion, the fact issue must be genuine. A & J Builders Inc. v. Harms, 288 Minn. 124, 134, 179 N.W.2d 98, 103-04 (1970). Summary judgment may be used to dispose of specious issues. Forsblad v. Jepson, 292 Minn. 458, 459-60, 195 N.W.2d 429, 430 (1972). Lighthouse contends that Ames made an oral offer when the goods were "nearly ready" for shipment to sell the unit for $15,000. This alleged offer would have followed the price quotation for a higher amount, Lighthouse's order in response to the quotation, and Lighthouse's advance payment of amounts totaling more than the amount of the alleged offer. These undisputed facts so completely contradict Lighthouse's allegation as to make issue of the $15,000 offer specious. Thus, the district court did not err in determining that there is no genuine issue of material fact for trial in this action.

Lighthouse also contends that the court impermissibly compounded the rate in its award of prejudgment interest. Because Lighthouse failed to raise this issue in the district court, we will not consider it on appeal. See Westling Mfg. Co., Inc. v. Western Nat'l Mut. Ins. Co., 581 N.W.2d 39, 49 (Minn. App. 1998) (stating that this court would not consider objection to award of prejudgment interest because it was not presented to the district court), review denied (Minn. Sept. 22, 1998).