Panel and counsel debate UCC lease rules, course of performance and statute‑of‑frauds exceptions

A central legal issue the panel probed was whether lease terms under the Uniform Commercial Code may be supplied or modified by course of performance and whether such course can show mutual assent. Counsel cited RCW and UCC provisions and disputed whether mutual assent existed after the state audit in 2020.

Hoffman Pacific argued that modification requires mutual assent and pointed to internal emails and a December 2020 shift when HPJV stopped paying higher rates. LEAP countered that course of performance and interrogatory admissions satisfy statute-of-frauds exceptions (received and accepted; admission in pleading/testimony), citing RCW provisions discussed in argument.

The judges pressed both sides to identify whether the record contained any affirmative statement that the original email contract was terminated or that both parties accepted new terms. Counsel disagreed on whether internal JV emails were aimed at the state or at LEAP, and whether those communications created triable issues of fact.