## Facts

- Corinthian Pharmaceutical Systems, Inc., a drug distributor, regularly bought DTP vaccine from Lederle Laboratories, a manufacturer.
- The parties previously litigated in 1984; a written settlement was fully performed and permitted Corinthian to place additional orders at market price under Lederle’s then-current terms and conditions of sale.
- After the settlement, Lederle issued price lists stating: orders were subject to acceptance at Lederle’s home office; prices were “submitted without offer” and could change without notice; and unfilled orders would be invoiced at the price in effect when shipment was made.
- In May 1986, Lederle decided to sharply increase the DTP price effective May 20 due to increased liability exposure and insurance costs.
- On May 19, before the formal customer notice, Corinthian placed a computerized order for 1,000 vials at $64.32 per vial (the pre-increase price then reflected in its ordering materials).
- On June 3, Lederle shipped 50 vials priced at $64.32 and sent a letter stating the old-price shipment was an exception; the remaining 950 vials would be supplied only at $171 per vial; and Corinthian could cancel the balance if it did not want the new price.
- Corinthian sued seeking specific performance and related relief, asserting Lederle accepted the 1,000-vial order at $64.32 by shipping the initial 50 vials.
- Lederle moved for summary judgment, arguing no contract was formed on Corinthian’s terms and the 50-vial shipment was an accommodation under UCC § 2-206.

## Issues

1. Whether Corinthian’s May 19 computerized order, placed in reliance on Lederle’s price list and ordering system, created a binding contract for 1,000 vials at $64.32 per vial.
2. Whether Lederle’s shipment of 50 vials at the old price constituted acceptance of the alleged 1,000-vial offer, or instead was a nonconforming shipment offered as an accommodation under UCC § 2-206(1)(b).

## Decision

- Summary judgment was granted for Lederle.
- Lederle’s price lists were treated as invitations to negotiate rather than offers, given express disclaimers (including “submitted without offer,” subject to change, and orders subject to home-office acceptance).
- The computerized order-entry processing and internal records were ministerial/automated acts and did not communicate assent to contract on Corinthian’s terms.
- The 50-vial shipment was nonconforming relative to the 1,000-vial order and, because it was accompanied by seasonable notice that it was an exception and the remainder would be at the new price (with a right to cancel), it was an accommodation and not an acceptance under UCC § 2-206(1)(b).
- The prior settlement did not freeze prices; it incorporated Lederle’s then-current terms, including pricing at the rate in effect at shipment.

## Legal Principles

- A price list or quotation that disclaims being an offer, reserves the right to change prices without notice, and makes orders subject to acceptance is generally an invitation for the buyer to make an offer, not a binding offer.
- Under UCC § 2-206(1)(b), shipment can operate as acceptance, but a nonconforming shipment does not constitute acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation.
- Internal or automated order processing, without an outward manifestation of assent, does not by itself constitute acceptance of a buyer’s offer.
- Where a seller’s terms provide that pricing is determined at shipment and orders require acceptance, a buyer’s attempt to lock in a pre-increase price by ordering early does not create a contract absent clear acceptance (e.g., a promise to ship the full quantity at that price or shipment of conforming goods).

## Conclusion

The court held that Corinthian’s order was merely an offer and that Lederle never assented to supply 1,000 vials at the pre-increase price; the 50-vial shipment with prompt notice was an accommodation under UCC § 2-206, so no contract existed for the remaining quantity at $64.32 per vial.


Corinthian Pharm. Sys., Inc. v. Lederle Labs., 724 F. Supp. 605 (S.D. Ind. 1989)