Harlow & Jones, Inc v. Advance Steel Co.

CAPTION:
NAME: Harlow & Jones, Inc v. Advance Steel Co.
COURT: United States District Court
DATE: 1976 Judge Feikens
TYPE OF ACTION: Breach

FACTS:
Timeline
Late June, 1974 Stewart, president of Advance has several telephone conversations with Harow independent steel broker VanAs
July 2nd, 1974 Stewart advised broker that he was interested in 1000 metric tons of steel
July 2nd, 1974 broker submits order of 1000 metric tons to Harlow’s president Greve
July 9th, 1974 Harlow mails sales form (S-2373) to Advance, (received but not signed or returned)
July 19th, 1974 Advance mails sales form (B-04276) to Harlow, (received on July 25, 1974 but not signed or returned)
Steel is shipped on 3 vessels.
Shipped September-Arrived in October, accepted and paid by Advance
Shipped October -Arrived in October, accepted and paid by Advance
Shipped November -Arrived in November, rejected by Advance
General Facts
Both sales forms have same quantities, specifications (with minor revisions), and shipping dates.
The shipping date on both forms was September-October.

PROCEDURAL HISTORY: Federal District Court

CONTENTIONS OF THE PARTIES:

PLAINTIFF: That the steel was shipped in time to fulfill Advance order, according to the sales form they sent to Advance, and that Advance was in breach of the agreement on Harlow’s sales form.
DEFENDANT: Maintains that the steel was not shipped on time and therefore Harlow was in breach of the agreement on the Advance sales form, and that according to Advance’s sales form, the right to cancel the order.

ISSUE: Under which agreement is the contract formed?

HOLDING: The court found that the conduct between Advance and the steel broker phone conversations in late June formed the contract. And that Advance was in breach.

RULE:
UCC §2-204(1) 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.
UCC §2-204(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined
UCC §2-204(3) Even though one or more terms are left open, a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy
UCC §2-207(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act

RATIONALE: The conduct between the steel broker and Advance was sufficient to form an agreement. After the phone conversations the steel broker submitted an order to Harlow, who then ordered the steel from Europe. This agreement came before the two sales forms. Further, there is substantial agreement between the specifics on the two sales forms including the ship date. A ship date of Sept.-Oct. meant that the steel would arrive in October or November. The last shipment arrived in November which the court found to satisfy the shipping requirement in the contracts because there was no material delay.

RESULT: The conduct between the parties formed a contract even while the details of the contract were still being worked out.