## Facts

- Interstate Industries, Inc., an Illinois corporation, operated a facility in Michigan City, Indiana.
- Barclay Industries, Inc., a Delaware corporation with its plant in Lodi, New Jersey, was not authorized to do business in Indiana and had no offices, property, employees, agents, advertising, bank account, or telephone listing there.
- Over roughly five years, Barclay had multiple transactions in which goods it manufactured were delivered to Interstate’s Indiana facility.
- On August 23, 1973, Barclay mailed Interstate a letter describing fiberglass panels it could manufacture and expressly characterizing the communication as a price quotation, including pricing keyed to “orders of 75,000 sq. ft. or more,” with freight and F.O.B. terms.
- The quotation did not set a definite quantity commitment, delivery schedule, or payment terms beyond freight/F.O.B. conditions.
- In November 1973, Interstate mailed two purchase orders to Barclay in New Jersey, including “F.O.B. Delvd.” notations indicating expected delivery.
- On January 16, 1974, Barclay informed Interstate by letter from New Jersey that it could not supply the requested panels.
- In April 1975, Interstate sued Barclay in the U.S. District Court for the Northern District of Indiana for breach of contract; Barclay was served by certified mail in New Jersey.
- Barclay moved to dismiss (or quash service) for lack of personal jurisdiction; the district court denied the motion and certified an interlocutory appeal.

## Issues

1. Whether an Indiana federal court sitting in diversity had personal jurisdiction over a nonresident corporate defendant under Indiana’s long-arm provision and due process.
2. Whether Barclay’s August 23, 1973 “price quotation” was an offer capable of acceptance, such that Barclay could be treated as “contracting to supply goods” in Indiana for long-arm purposes.

## Decision

- The Seventh Circuit reversed the order denying Barclay’s motion to dismiss for lack of personal jurisdiction.
- The court held Indiana lacked personal jurisdiction because the asserted statutory basis—contracting to supply goods in Indiana—was not established on the record presented.
- The court treated Barclay’s August 23 letter as a price quotation and invitation for Interstate to make an offer, not a binding offer accepted by the purchase orders.
- Given Barclay’s limited Indiana ties and the absence of a qualifying contract tied to performance in Indiana, exercising jurisdiction was not permitted.

## Legal Principles

- Personal jurisdiction premised on a forum’s “contracting to supply goods or services” provision requires a showing that the defendant entered a contract that fits the statute and that the exercise of jurisdiction satisfies due process.
- A communication styled as a price quotation, especially one omitting standard commercial terms such as definite quantity and delivery terms, is generally construed as an invitation to negotiate or for the recipient to make an offer, rather than as an offer.
- A prior course of dealing involving shipments into the forum does not, by itself, establish personal jurisdiction over a defendant for a later dispute unless the cause of action is sufficiently connected to forum-directed obligations attributable to the defendant.

## Conclusion

The Seventh Circuit held that Indiana courts could not exercise personal jurisdiction over Barclay in this dispute because the operative communication was a nonbinding price quotation rather than an offer forming a contract to supply goods in Indiana, and Barclay’s remaining contacts with Indiana were insufficiently tied to the alleged transaction.


Interstate Industries, Inc. v. Barclay Industries, Inc., 540 F.2d 868 (7th Cir. 1976)