## Facts

- A county school construction project required a general contractor to obtain bids from specialty suppliers and subcontractors.
- A ready-mix concrete supplier sent the general contractor a project-specific written proposal offering to furnish “ready mix 3000 p.s.i. concrete” at $21 per cubic yard and stating the price would be “guaranteed to hold throughout the job.”
- The general contractor used the proposal in preparing its prime bid and, after being awarded the general contract, verbally accepted the supplier’s proposal and began ordering concrete for the project.
- For a period, the supplier delivered and the contractor paid at the quoted $21 price, consistent with the parties’ prior dealings.
- Mid-project, the supplier increased its price above $21 despite the stated guarantee.
- The contractor objected and purchased replacement concrete from another supplier at a higher price, then withheld from sums otherwise owed to the original supplier the added cost attributable to the substitution.
- The supplier sued for an alleged unpaid balance; the contractor counterclaimed for added costs caused by the price increase.
- After a bench trial, the court entered a net judgment for the contractor on its counterclaim.

## Issues

1. Whether the supplier’s project-specific letter with a price guarantee constituted an offer (rather than a mere price quotation) capable of acceptance under the UCC.
2. Whether the parties formed an enforceable UCC requirements contract obligating the contractor to buy, and the supplier to provide, the project’s concrete at the stated price for the job’s duration.
3. Whether the supplier’s unilateral mid-project price increase constituted a breach supporting the contractor’s cover-type damages and offset.

## Decision

- The court affirmed the judgment for the contractor.
- The supplier’s letter was a sufficiently definite offer for the identified project at a guaranteed price, not merely an invitation to negotiate.
- The contractor accepted the offer, and the parties’ subsequent ordering, delivery, and payment established contract formation and terms through conduct.
- The arrangement was an enforceable requirements contract for the project’s concrete needs at $21 per yard; the supplier breached by raising the price during performance.
- The trial court’s net award to the contractor, based on the added cost of obtaining substitute concrete offset against the supplier’s claimed balance, was supported by the evidence and was not reversible error.

## Legal Principles

- Under UCC § 2-204 and § 2-206, a contract for the sale of goods may be formed and accepted by any reasonable manner, including conduct recognizing an agreement, even without a single integrated written instrument.
- A project-specific communication stating a fixed price and duration and demonstrating commitment to supply may constitute an offer, as distinguished from a nonbinding price quotation.
- Under UCC § 2-306, a requirements contract may be enforceable although the exact quantity is not stated, where the quantity is measured by the buyer’s good-faith requirements.
- Under UCC interpretive rules, course of dealing and course of performance may supplement and explain contract terms and support enforceability despite omitted details, so long as there is a reasonably certain basis for a remedy.
- A seller’s unilateral deviation from a guaranteed contract price during performance is a breach that can support damages measured by the buyer’s added cost of obtaining substitute goods, subject to appropriate offsets.

## Conclusion

The court enforced a UCC requirements contract formed by a definite, project-specific offer and acceptance evidenced by the parties’ conduct, and it upheld damages for the contractor after the supplier breached by raising a guaranteed price mid-project.


Maryland Supreme Corp. v. Blake Co., 279 Md. 531, 369 A.2d 1017 (1977)