## Facts

- A New York steel importer agreed to sell a Michigan steel buyer 1,000 metric tons of cold-rolled European steel, discussed through an authorized broker.
- The seller sent a sales confirmation listing the quantity, specifications, and shipment during September–October 1974, and stating that delivery dates were approximate; the buyer did not sign and return it.
- The buyer later sent its purchase order matching the deal terms but adding a clause allowing cancellation without notice if shipment did not occur within September–October; the seller did not sign and return it.
- The steel moved on three vessels; the buyer accepted and paid for the first two shipments.
- The final balance shipped from Antwerp on November 14, 1974 and arrived in Detroit on November 27, 1974.
- The seller presented testimony that, in the international steel import trade, “shipment September–October” commonly contemplates delivery in October–November.
- Before the final shipment arrived, the buyer sent a letter (October 29, 1974) rejecting the remaining steel as “late” and attempting to cancel; the seller rejected the cancellation.
- The seller warehoused and resold the steel at a loss (including some resale to the buyer) and sued for breach of contract damages.

## Issues

1. Whether a contract was formed under UCC § 2-207 when the parties exchanged confirmation and purchase order forms with differing boilerplate terms.
2. Whether trade usage and related commercial context could explain or supplement the September–October shipment term under the UCC, making late-November arrival timely.
3. Whether the buyer had a right to cancel or reject the final shipment based on its purchase order cancellation clause and its interpretation of the shipment period.
4. What damages the seller could recover for wrongful rejection under the UCC’s seller-remedy provisions.

## Decision

- The court found a valid contract for 1,000 metric tons of steel notwithstanding the parties’ failure to sign and return each other’s forms.
- Applying UCC § 2-207, the buyer’s purchase order functioned as an acceptance; conflicting or additional boilerplate did not prevent contract formation.
- The court credited evidence of trade usage that a September–October shipment term contemplates delivery in October–November and treated the seller’s “approximate” delivery language as consistent with that understanding.
- The buyer’s unilateral cancellation clause was not controlling and did not justify cancellation or rejection on October 29.
- The buyer’s rejection and refusal to accept the final shipment constituted a breach of contract.
- The seller was awarded damages measured by its loss on resale and proven incidental expenses.

## Legal Principles

- Under UCC § 2-207(1), a definite and seasonable expression of acceptance can form a contract even if it contains additional or different terms, unless acceptance is expressly conditional on assent to those terms.
- Under UCC § 2-207(2) between merchants, additional terms are proposals and may be excluded where they materially alter the agreement or conflict with the parties’ established commercial understanding.
- Usage of trade and course of dealing may supply meaning and supplement or qualify contract terms under the UCC, including delivery and shipment terms stated in month ranges.
- A buyer may not cancel or reject as “late” when, as commercially understood, the seller’s performance remains within the agreed delivery window.
- A seller may recover resale/market differential and incidental damages for a buyer’s wrongful rejection under the UCC’s seller-remedy framework.

## Conclusion

The court held that the parties formed a contract under UCC § 2-207, interpreted the September–October shipment term in light of trade usage and approximate-date language, rejected the buyer’s attempt to enforce a stricter unilateral cancellation clause, and awarded the seller damages for the buyer’s wrongful rejection of the final shipment.


Harlow & Jones, Inc. v. Advance Steel Co., 424 F. Supp. 770 (E.D. Mich. 1976)