## Facts

- A marine contractor contracted to repair the Milwaukee Harbor breakwater and needed 70,000 tons of “breakwater” stone from an approved source.
- The stone supplier sent the contractor a detailed written quotation stating quantity (70,000 tons), price per ton, and that the price applied to shipments during 1978 and 1979; the contractor relied on it in preparing its bid.
- After the contractor received the government award, it issued a purchase order for 70,000 tons that included an added delivery-rate term requiring shipment of 1,500 tons per day.
- The supplier did not expressly agree to the 1,500-tons-per-day requirement and shipped more slowly due to rail disruptions, labor strikes, and weather.
- The supplier completed shipment in August 1979, consistent with the government project schedule extending into 1979, but later than the contractor’s preferred internal target.
- The parties had prior dealings in which deliveries were sometimes delayed for similar reasons, and strict daily shipping rates were not shown to have been enforced.
- The contractor sued in diversity for breach of contract, claiming damages from late delivery.

## Issues

1. Whether the supplier’s detailed price quotation was an offer and the contractor’s purchase order was an acceptance with additional terms under UCC § 2-207.
2. Whether the purchase order’s 1,500-tons-per-day delivery-rate term became part of the contract or was a material alteration requiring express assent.
3. If the delivery-rate term was excluded, whether the supplier nonetheless breached by failing to deliver within a reasonable time under the UCC.

## Decision

- The Seventh Circuit affirmed judgment for the supplier after a bench trial.
- The quotation was a sufficiently definite offer, and the purchase order operated as an acceptance that proposed additional terms.
- The 1,500-tons-per-day delivery-rate clause was a material alteration under UCC § 2-207(2) and did not become part of the contract absent express assent.
- Without a binding daily rate, the supplier’s completion of shipments by August 1979 satisfied the UCC’s reasonable-time standard, and no breach was proven.

## Legal Principles

- A detailed “quotation” can constitute an offer under Article 2 when it specifies key terms (including quantity and time frame) and is sent in circumstances indicating it invites acceptance.
- Under UCC § 2-207, an acceptance may form a contract even if it states additional terms.
- Additional terms that would cause surprise or hardship if incorporated without express awareness are material alterations and do not become part of the contract between merchants without express assent.
- When a contract does not fix a specific delivery schedule, Article 2 requires delivery within a reasonable time, determined from the transaction’s context, including usage of trade, course of dealing, and surrounding project timing.
- Appellate review of a trial court’s reasonable-time finding is deferential and will not be disturbed absent clear error.

## Conclusion

The court held that the buyer’s purchase-order requirement of 1,500 tons per day materially altered the seller’s offer and was not part of the contract, and that the seller’s August 1979 completion of shipments was timely under the UCC’s reasonable-time standard.


Luedtke Eng’g Co. v. Ind. Limestone Co., 740 F.2d 598 (7th Cir. 1984)