(dissenting). I disagree with the analysis in the majority opinion and I partially disagree with the result.
An "accord and satisfaction" is an agreement to discharge an existing disputed claim, whether the claim be one arising in contract, tort, or otherwise. An "accord and satisfaction" constitutes a defense to an action to enforce the claim.
Ordinary contract principles apply in determining whether an agreement of "accord and satisfaction" is reached. Mere performance does not operate as a satisfaction unless offered as such to the creditor or claimant. There must be expressions sufficient to make the creditor understand or to make it unreasonable for him not to understand that the performance is offered in full satisfaction of the claim.
Hoffman v. Ralston Purina Co., 86 Wis. 2d 445, 453, 273 N.W.2d 214, 217 (1979) (citations omitted and emphasis added).
Flambeau Products Corp. v. Honeywell Information Sys., Inc., 116 Wis. 2d 95, 341 N.W.2d 655 (1984), is an accord and satisfaction case but it is not on point. In Flambeau, the debtor mailed a check to the creditor marked "in full payment of liability to you" and a letter stating that the check was "in full settlement of notes we *468owe" to the creditor. The check was for an amount not in dispute between the parties. The dispute was whether the debtor owed more than that amount. That the debtor had offered the check in full payment and the creditor had accepted the offer was not an issue on appeal. Id. at 112, 341 N.W.2d at 664. But that did not resolve the accord and satisfaction issue. Because contract principles apply, the issue was whether consideration had been given. Indeed, " [t]he sole issue in contention between the parties in this case as to whether there was a valid accord and satisfaction is whether there was consideration for the discharge of the claim." Id. (emphasis added). The court concluded that payment of the undisputed portion of a disputed claim by a check marked "paid in full" was consideration for the discharge of the disputed portion of the creditor's claim, and consequently consideration was given. Id. at 118, 341 N.W.2d at 666-67.
I turn to the case before us. The appendix to this dissent contains the texts of Stokely's two letters to the growers. Nothing in either letter indicates that Stokely was or would be making an offer to settle a dispute with each grower or that the grower who cashed Stokely's forthcoming check would have accepted an offer to settle. Neither letter refers to or even suggests a dispute. The checks sent to the growers bore no language to show that a dispute existed. No check was marked "payment in full" or "in full and final settlement" or words to that effect. Thus, the letters and the checks do not satisfy the elements of an accord and satisfaction: "expressions sufficient to make the creditor understand or to make it unreasonable for him not to understand that the performance is offered in full satisfaction of the [disputed] claim." Hoffman, 86 Wis. 2d at 453, 273 N.W.2d at 217.
*469We must look beyond Stokely's letters and checks to determine whether the growers read or should have read them as offers to discharge disputed claims. The question is whether facts or circumstances were known to a grower which would or should reasonably have caused the grower to read the letters and the check as an offer to settle for the amount of the check. Whether those facts or circumstances existed depends upon the knowledge of the grower no later than the time the grower cashed the checks, since that act would have accepted the offer to settle. Stokely explored those facts and circumstances in the deposition of each grower, and Stokely relies on those depositions to support its motion for summary judgment dismissing the complaint as to each grower.
When examining the portions of each grower's deposition on which Stokely relies, we are to carefully scrutinize that material, drawing inferences from the facts contained in it viewed in the light most favorable to the grower. Kraemer Bros. v. United States Fire Ins. Co., 89 Wis. 2d 555, 567, 278 N.W.2d 857, 862 (1979). "If the material presented on the motion is subject to conflicting interpretations or reasonable men might differ as to its significance, it is improper to grant summary judgment." Id. And if Stokely's submissions "fail to establish clearly that there is no genuine issue as to any material fact, the motion must be denied." Id. Since the growers offered nothing in opposition to Stokely's motion, we can decide whether it should be granted or denied as to an individual grower on the basis of Stokely's submissions.1
The pertinent parts of each grower's deposition and my conclusion regarding Stokely's motion are as follows:
*4701. Donald Buehring. He recalls receiving Stokely's first letter. Before he cashed the check, he felt that a dispute existed. He was glad that others would be involved in a suit. The motion was properly granted as to Buehring.
2. Joseph Okray. He is president of Okray Family Farms. The check was for considerably less than Okray thought he would receive. He thought if he cashed the check, that was the end of his "litigation rights." But he cashed it. The motion was properly granted as to him.
3. Thomas Eugster. After receiving its letters he called Stokely and was told that the check represented all of the money he was going to get. Before he cashed it, he learned that there had been talk about a class action against Stokely. The motion was properly granted as to Eugster.
4. LeRoy Cayce. He received four checks, cashed three the next day and the fourth about a week later. He retained the fourth check because there was a question of "whether it would constitute satisfaction on our part with Stokely." He wrote "partial payment" on the fourth check at the suggestion of a grower who was thinking about starting a lawsuit. The motion was properly granted as to Cayce.
5. Jerry Knutson. He read Stokely's two letters. He knew there was a dispute at the time he received his checks. The motion was properly granted as to Knutson.
6. William Spurley. Before cashing his check, he spoke with a Stokely official as to how the check was calculated, he was disappointed about the amount, thought it would be more and knew that Stokely considered it as payment in full. He nevertheless cashed the check. The motion was properly granted as to Spurley.
7. Betty Timm. She received letters regarding the proration and contacted Stokely before receiving the *471check but did not receive satisfactory answers. She thought the amount was not enough. She complained and felt she and her husband "were not getting the full amount of the check that we should have been receiving." She had discussions with other growers about what they should do, including possibly hiring a lawyer. She and her husband did contact a lawyer. The motion was properly granted as to Timm.
8. Larry Pulsfus. He read Stokely's two letters. When he received the check he knew there were "a lot of hard feelings" but he did not realize that a lawsuit would arise. He knew of the hard feelings because he talked to a Stokely official. The motion should be denied as to Pulsfus.
9. Ray Ribordy. When Ribordy received the check, he was not aware of a dispute over the amount and had no communications with Stokely or other growers before cashing the check. He anticipated receiving another check from Stokely. The motion should be denied as to Ribordy.
10. Bill Lindscheid. About the time he cashed the check he called Stokely and asked if that was all he was going to get. They said "probably." He then talked to other growers about the check. It is unclear whether he cashed the check before or after his contacts with Stokely. The motion should be denied as to Lindscheid.
11. Jerry Adams. His deposition is confusing. When he received Stokely's checks he "was somewhat aware" of a dispute about the amount due from his discussions with other growers. He did not know what the problem was. But he also deposed that he did not contact Stokely or talk with other growers about his checks before cashing them. The motion should be denied as to Adams.
*47212. Arnold Bomkamp. He read Stokely's letters before cashing his check and understood them to mean that "all they [Stokely] wanted to pay is that 53.49%." But he did not know of a dispute when he received the check. He "presumed" that the check was all he was to get and it was for less than he thought it would be. He was not told the check was sent in full satisfaction of what Stokely owed. The motion should be denied as to Bomkamp.
13. Larry Remer. Before receiving his check he read Stokely's letters. He did not contact Stokely about the letters. He cashed the check within a week. The motion should be denied as to Remer.
14. Ralph Turzinski. He read Stokely's two letters. He cashed the check within a couple of hours after he received it and did not discuss it with Stokely or any other grower. He did not understand that the check was payment in full. There were no "offers" or "counteroffers." The motion should be denied as to this grower.
15. Jack and Jerome Woyak. According to Jack, as soon as the check ,was received, the farm secretary cashed it. He did not talk to Stokely or other growers about it. According to Jerome, he discussed the check with his secretary before cashing it the next day and believed he would be receiving more checks. He recalls reading Stokely's second letter. The motion should be denied as to Jack and Jerome Woyak.
16. Lee Chipman. There was no dispute before the checks were sent out. He read Stokely's two letters. He discussed his check with other growers before cashing it and with a Stokely official about the amount. He expected a check for more, and wrote "part payment only" on the check when he cashed it. He was told "they [Stokely] were looking at ways to find more, find more money to pay." The motion should be denied as to him.
*47317. David Rowe. When he read Stokely's first letter, he thought there would be discussions about the amount. He anticipated that more money would be forthcoming because he felt that Stokely's figures were wrong. He spoke to Stokely but is not certain whether that was before or after he cashed the check. He discussed the check with his brothers but probably not with other growers. The motion should be denied as to Rowe.
18. Russel Rilling. He read Stokely's letters. Before cashing the check he called Stokely to learn how they figured the amount. He cashed it within a couple of days without discussing it with other growers. The motion should be denied as to Rilling.
19. Dennis and Charlotte Schram. Charlotte Schram handles the books for the family farm. She had no contact with Stokely about the check. Dennis Schram thought that no one from his farm had contacted Stokely before the check was cashed. The motion should be denied as to the Schrams.
20. Randy Yeska. He was not aware of any dispute when he received the checks. He waited about three weeks before cashing the checks "more or less in protest." A week or so after he received the check the Wisconsin Potato and Vegetable Growers Association told him "not to cash them yet." He thought that they would be receiving another check. The motion should be denied as to Yeska.
21. Donald Krueger. He read Stokely's two letters. He did not know of a dispute when he received the check. He discussed the check with other growers before cashing it. His brother called Stokely to find out if they were going to get more. The motion should be denied as to Krueger.
22. Ken Herschleb. He read Stokely's two letters. Before he cashed the check he was aware of dissatisfac*474tion among the growers. He was not satisfied with the amount. Stokely officials hinted to him that he might receive another check but other officials seemed to think it was full payment. He anticipated more checks would be forthcoming to him. The motion should be denied as to Herschleb.
To summarize, the judgment before us dismissing complaints of individual farmers should be affirmed as to Buehring, Okray, Eugster, Cayce, Knutson, Spurley and Timm, and reversed as to Pulsfus, Ribordy, Lindscheid, Adams, Bomkamp, Remer, Turzinski, Jack and Jerome Woyak, Chipman, Rowe, Rilling, Schram, Yeska, Krue-ger and Herschleb.
APPENDIX
Stokely's letter of November 28, 1990, addressed to "Dear Grower" stated as follows:
This is to inform you that the non-harvested crop compensation fund is not sufficient this year to pay total calculated non-harvested crop compensation in full. This means your payment will be prorated to the extent the claims against the fund exceed its amount. The exact amount of the proration is now being calculated.
As you know the cost of payments for non-harvested crops is shared equally by Stokely and the growers through contributions by each to the compensation fund of $2.00 per ton of sweet com produced, including those not harvested. This is a grower benefit provided by your Stokely contract.
Details as to the proration will accompany your check.
Stokely's letter of November 30, 1990, addressed to "Dear Grower" stated as follows:
*475Enclosed is your Stokely USA, Inc. 1990 Sweet Com contract payment.
Your payment has been calculated according to the formula set forth in the contract for non-harvested crops. The way this works, $2.00 per harvested and passed ton of Sweet Corn was deducted from grower payments and contributed to a payment fund. This year that contribution was matched by [an] equal contribution from Stokely of $514,687.52.
Unfortunately, the total fund of $1,029,375.05 is insufficient to pay claims against it in full, and as a consequence, your payment has been prorated. The proration is 53.49%.
Please contact me if you have any questions.
The court struck the only affidavit submitted in opposition to Stokely's motion.