No. 550 Pettsburgh, 1980, Appeal from the Order of the Court of Common Pleas of Indiana County at No. 10 Equity 1978 Civil Div.
Gregory A. Olson, Indiana, for appellant.
Thomas W. Trimm, Pittsburgh, for appellee.
Spaeth, Shertz and Montgomery, JJ.
[ 298 Pa. Super. Page 77]
This is an appeal from a decree in equity ordering specific performance of an oral agreement to sell a liquor license. Appellant argues first, that the agreement is unenforceable because a liquor license is "goods" within the definition of section 2-105 of the Uniform Commercial Code, 13 Pa.C.S.A. § 2105, and the statute of frauds contained in section 2-201, 13 Pa.C.S.A. § 2201, has not been satisfied, and second, that even if the agreement is enforceable, the liquor license was not proved to be of such peculiar value as to be the proper subject of a decree ordering specific performance. We have concluded that a liquor license is not "goods" within article 2 of the Uniform Commercial Code, and that the lower court properly ordered specific performance. We therefore affirm.
The chancellor's findings, which were adopted by the court en banc, may be summarized as follows. Appellees and appellant met in November 1977 to discuss the sale of appellant's liquor license. Appellees orally offered to buy the license for $65,000, the money to be placed in escrow with appellant's attorney on February 1, 1978. Appellant orally accepted this offer but resisted appellees' attempt to reduce the agreement to writing, saying that her word was her bond and the deal would be off if the agreement were reduced to writing. Appellees sold some real estate to raise the $65,000, and on February 1, 1978, and thereafter, they were ready, willing, and able to perform their side of the agreement. Meanwhile, however, appellant had agreed to sell the license to another party for $75,000.
In her answer to appellees' complaint seeking specific performance of their agreement, appellant denied that any agreement had been made but also alleged that the oral agreement pleaded was for the sale of goods for more than
[ 298 Pa. Super. Page 78]
$500 and that enforcement was therefore barred by the statute of frauds, contained in section 2-201 of the Uniform Commercial Code. Appellant then moved for judgment on the pleadings. The lower court held, in an opinion accompanying its order denying the motion, that section 2-201 did not apply because the liquor license was not within the term "goods" as defined by section 2-105.
The Code defines "goods" as
all things . . . which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities . . . and things ...