## Facts

- Luria Bros. & Co., Inc. and Pielet Bros. Scrap Iron & Metal, Inc. were scrap-metal merchants with a prior course of dealing; Pielet’s representative had previously worked for Luria.
- In September 1973, the parties negotiated by telephone for the sale of an unusually large lot of barge scrap steel: about 35,000 net tons cut into large sections.
- The parties agreed on key terms, including quantity (35,000 net tons), price ($42/ton if delivered in Houston or $49/ton if delivered in Brownsville), and shipment on or before December 31, 1973.
- Pielet sent Luria a signed sales-confirmation form and requested a signed return copy; Luria did not sign or return it.
- Luria sent Pielet a purchase confirmation containing substantially similar terms but also clerical discrepancies and standard “entire contract” boilerplate; Pielet pointed out errors and requested a written amendment, but none was sent, and Pielet did not sign Luria’s form.
- Pielet did not deliver by December 31, 1973; in February 1974 it attributed delay to supplier difficulties and ultimately failed to deliver.
- Luria sued for breach of contract; Pielet argued no contract was formed or, alternatively, any contract was contingent on Pielet’s supplier delivering the scrap to Pielet.
- The district court excluded Pielet’s proffered parol evidence of a supplier-performance condition; a jury found a contract existed and awarded Luria $600,000 in damages.

## Issues

1. Whether the parties formed an enforceable UCC Article 2 contract despite unsigned and nonmatching confirmation forms and clerical discrepancies.
2. Whether parol evidence was admissible to prove the parties agreed to a condition precedent making Pielet’s obligation contingent on its supplier’s performance.
3. Whether the differences between the written confirmations were material enough to defeat contract formation or change the evidentiary analysis.

## Decision

- The Seventh Circuit affirmed the judgment for Luria.
- The court upheld the jury’s finding that a contract existed for the sale of 35,000 net tons of barge scrap steel.
- The court held the confirmation discrepancies did not preclude contract formation where the parties agreed on essential terms and manifested an intent to be bound.
- The court upheld exclusion of Pielet’s proffered parol evidence that the agreement was supplier-contingent because it would contradict the parties’ bargain as found by the jury and reflected in their communications and writings.
- The $600,000 verdict for breach of contract was left undisturbed.

## Legal Principles

- Under UCC Article 2, a sales contract may be formed by conduct and communications showing agreement, even if the parties’ forms are not identical and are not mutually signed, so long as essential terms are sufficiently definite.
- Minor errors or nonmaterial differences in confirmations do not automatically defeat contract formation when the commercial context supports a finding of mutual assent.
- Under UCC § 2-202, a party may not use parol evidence to contradict an integrated agreement; claimed conditions precedent are inadmissible when they would convert an unconditional delivery obligation into a contingent one inconsistent with the agreement’s core terms.
- A jury’s contract-formation determination will be upheld on appeal when supported by evidence of agreed essentials (quantity, price, goods, and delivery parameters) and the parties’ intent to contract.

## Conclusion

The Seventh Circuit held that the parties formed a binding UCC sales contract notwithstanding mismatched, unsigned confirmation forms, and it approved exclusion of parol evidence asserting a supplier-contingency condition because that evidence would contradict the unconditional delivery obligation reflected in the parties’ agreement and conduct.


Luria Bros. & Co., Inc. v. Pielet Bros. Scrap Iron & Metal, Inc., 600 F.2d 103 (7th Cir. 1979)